Baptiste describes recent activity in the merger-and-acquisition market for private companies and how transactions in the market have been structured as sales of stocks. Reportedly, sellers prefer this format because "they receive capital gain treatment on the entire transaction" while buyers "have been reluctant to purchase stock, as they do not receive a basis step-upon the … Continue reading Baptiste, Impact of S corp shareholder agreements in M&A transactions (AICPA)
Schreiber describes how the IRS is allowing certain partnerships the opportunity to file superseding 2018 tax returns in order to correct errors the partnerships could have made on their previously-filed returns. According to Schreiber, "The relief applies to partnerships that had timely filed their Forms 1065, U.S. Return of Partnership Income, and Schedules K-1 (Form … Continue reading Schreiber, IRS permits certain partnerships to file superseding partnership returns
By Annette Nellen, CPA, Esq. So, is a C corporation preferred after the TCJA? The best answer: “it depends.” Many tax rules and non-tax considerations are important for choice-of-entity decisions. As shown in the following examples, the QBI deduction is a significant benefit to non-corporate businesses to complement the 21% flat rate for C corporations. … Continue reading Is A C Corporation Preferred After Tax Reform?
Assistant Professor Monica Gianni, California State University Northridge, has made available for download her article, Partnership Audit Rules: After the Final Regulations, published in the Journal of Taxation of Financial Products. The Abstract is as follows: As part of the Bipartisan Budget Act of 2015 (BBA), Congress repealed the TEFRA audit rules and the audit … Continue reading Gianni, Partnership Audit Rules: After the Final Regulations
In TAM 201929019, the deemed distribution of a partnership interest in an assets-over merger of two partnerships was treated as a Code Sec. 761(e) "exchange," which required a mandatory Code Sec. 743(b) downward inside-basis adjustment when the resulting partnership had a substantial built-in loss. The issues presented and rulings made were as follows: Issues: 1. Is … Continue reading TAM 201929019: Deemed Partnership Distribution Treated as Exchange
The IRS in CCA 201928014 ruled that a corporation with several years of NOL carryovers and charitable contribution carryovers must determine a charitable contribution carryover adjustment using a chronological, year-by-year NOL absorption computation. The IRS stated that using an aggregate basis standard to determine the adjustment was not accurate. The IRS also stated that the … Continue reading CCA 201928014: Corporate Charitable Contribution Carryover Adjustment Determined Using NOL Absorption Computation
Adam Hales, CPA, and Dennis Tingey, CPA, have published their article, Sec. 1341: What is the claim-of-right doctrine? in the AICPA Tax Adviser. The introduction is as follows: The law known as the Tax Cuts and Jobs Act (TCJA), P.L. 115-97, enacted Dec. 22, 2017, made numerous changes to the U.S. tax rules affecting businesses and … Continue reading Hales & Tingey, Sec. 1341: What is the claim-of-right doctrine?