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FCPA Enforcement Update – Recent Pfizer FCPA Settlements Suggest Evolving DOJ And SEC Approaches To Successor Liability In M&A Transactions
On August 7, 2012, the US Department of Justice (DOJ) announced an enforcement action against Pfizer H.C.P. Corporation (Pfizer HCP), a wholly-owned subsidiary of Pfizer Inc.
United States
31 Aug 2012
2
Corporate Update - May 2011
Welcome to the latest edition of the Corporate Update from Steptoe & Johnson. The articles are intended to provide an insight but not necessarily a comprehensive view from an English law perspective.
United States
6 Jun 2011
3
Proposed Changes To The UK Takeover Code
On 21 March 2011 the Code Committee of the UK Takeover Panel (the "Panel") published a public consultation paper (PCP 2011/1) setting out proposed amendments to the UK Takeover Code (the "Code") which were triggered by the Panel following Kraft's £11.5bn hostile takeover of Cadbury last year.
United States
13 May 2011
4
A Guide To MAC Clauses In M&A Transactions
A material adverse change ("MAC") clause (also sometimes referred to as a material adverse event or material adverse effect clause) is a provision commonly found in M&A and lending agreements that aims to give the buyer (or funder) the right to withdraw from the transaction upon the occurrence of certain events which are detrimental to the target company (or borrower).
United States
13 May 2011
5
Partnership Noncompensatory Options
There is a wealth of information available on the proposed noncompensatory options, much of it very good. However, little of it goes beyond what the proposed noncompensatory option regulations say, and those regulations are woefully short on guidance speaking to realistic transactions. What follows is a description of the guidance we have along with an attempt to apply that guidance to more complex fact patterns.
United States
1 Jul 2004
6
Use of Limited Liability Companies in Corporate Transactions
The check-the-box regulations provide a host of planning opportunities for taxpayers, particularly with respect to the use of disregarded entities, such as single-member limited liability companies ("LLCs"). However, the fact that an entity may be disregarded for federal tax purposes generally does not affect the rights and obligations of the owners under state law. Treas. Reg. § 301.7701-1(a). Thus, if a state does not sanction the use of single-member LLCs or follow the check-the-box
United States
 
21 Jun 2004
7
Exiting a Partnership Without Selling Your Interest: Liquidating Distributions, Mergers and Divisions, and Related Topics
On January 11,2000, the Treasury Department issued proposed regulations under §708, relating to the tax consequences of partnership mergers and divisions. Prop. Reg. §1.708-1(c), (d) (January 10, 1999).
United States
17 Jun 2004
8
Tax Planning for Contributions of Property To Partnerships
Under the general rules of sections 721 and 731 of the Internal Revenue Code of 1986, as amended (the "Code"), contributions of property to and distributions of property from a partnership are not generally taxable to either the partnership or its partners. However, as part of the Deficit Reduction Act of 1984, Congress enacted section 707(a)(2)(B).
United States
10 Jun 2004
9
Getting Out Without Selling Out: The Proposed Partnership Merger and Division Regulations
On January 11, 2000, the Treasury Department issued proposed regulations under §708, relating to the tax consequences of partnership mergers and divisions. Prop. Reg. §1.708-1(c), (d) (January 10, 1999). These proposed regulations are generally consistent with prior administrative advice, see Rev. Rul. 68-289, 1968-1 C.B. 314, but provide substantially more detail and have considerably greater reach.
United States
2 Jun 2004
10
Unclaimed Property Reporting In Arizona
Audits are becoming more common as many states have increased efforts to enforce their unclaimed property or escheat laws. Several states have substantially increased the number of auditors assigned to conduct unclaimed property audits and many states have hired third party "bounty hunters" to conduct audits on their behalf.
United States
21 May 2004
11
Revenue Ruling 98-27 and New Spin-off Control Provision in IRS Restructuring Bill
In Rev. Rul. 96-30,a subsidiary was spun off tax-free pursuant to section 355 of the Internal Revenue Code and then was acquired by an unrelated corporation in a tax-free reorganization in which the subsidiary's former shareholders received 25% of the acquirer's stock.
United States
7 Apr 2004
12
New Temporary Section 355(e) Regulations – A Vast Improvement
In 1997, Congress enacted the Taxpayer Relief Act of 1997, which added section 355(e) to the Internal Revenue Code. Under section 355(e), the so-called anti-Morris Trust provision, a distributing corporation will recognize gain if one or more persons acquire, directly or indirectly, 50 percent or more of the stock (measured by vote or value) of the distributing or any controlled corporation as "part of a plan (or series of related transactions)" (referred to herein as a "plan&quo
United States
19 Mar 2004
13
Current Developments in Tax-Free And Taxable Acquisitions And Separations
Step Transaction and COBE Issues are discussed in this article.
United States
 
16 Mar 2004
14
The S Corporation Rules And The Use Of S Corporations As Acquisition Vehicles
The S Corporation Rules And The Use Of S Corporations As Acquisition Vehicles
United States
 
12 Mar 2004
15
Section 382 Of The Internal Revenue Code Of 1986
Section 382 Of The Internal Revenue Code Of 1986
United States
9 Mar 2004
16
The Section 355(d) Regulations: Narrowing the Scope of an Overly Broad Statute
Section 355(d) of the Internal Revenue Code imposes limitations on a distributing corporation’s ability to distribute the stock of a controlled subsidiary tax free under section 355, when such distributing corporation or controlled subsidiary has been "recently" purchased.
United States
 
1 Mar 2004
17
Regulations Governing Intercompany Transactions Within Consolidated Groups
On July 18, 1995, the Internal Revenue Service (the "Service") published final regulations that revise the manner in which consolidated groups account for transactions occurring between members of the group (the "current rules").
United States
26 Feb 2004
18
Section 197 and Partnership Transactions
Enacted as part of the Omnibus Budget Reconciliation Act of 1993, P.L. 103-66 Stat. 312, section 197 1 governs the tax treatment of acquired intangible assets.
United States
20 Feb 2004
19
Section 382 - Fluctuation in Value
The examples set forth focus only on the impact of stock value fluctuations on the ownership change calculation. Each class of stock in the examples is presumed to count for section 382 purposes. The problem becomes quite complex if the possibility of disregarding stock as "stock" is factored into the analysis.
United States
19 Feb 2004
20
Section 384 Of The Internal Revenue Code Of 1986
Section 10226 of the Revenue Act of 1987, P.L. 100-203 ("OBRA"), added section 384 to the Code. The general purpose of section 384, as originally enacted, was to prohibit loss corporations from using their losses to shelter built-in gains of an acquired target corporation if such gains were recognized within the five-year period after the target's acquisition.
United States
18 Feb 2004
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