Eversheds Sutherland – Legal Insights (video): Recent Episodes
Eversheds Sutherland
Eversheds Sutherland and the DC LGBT Bar Association hosted a panel discussion on the recent wave of anti-LGBT legislative proposals across the country. The panel covered specific legislative proposals to limit the rights of LGBT individuals and advocacy efforts to prevent and challenge enactment. The panelists for this event were: * Anya Marino, Clinical Instructor, LGBTQ+ Advocacy Clinic at Harvard Law School * Casey Pick, Senior Fellow for Advocacy and Government Affairs at The Trevor Project * Ryan Thoreson, Researcher in the Lesbian, Gay, Bisexual and Transgender Rights Program at Human Rights Watch
This panel was co-sponsored by Eversheds Sutherland’s LGBT Affinity Group and the LGBT Bar Association for the District of Columbia. Eversheds Sutherland Associate Dennis Jansen serves as a co-Vice President of the DC LGBT Bar Association.
Additional information and expanded panelist bios are available at the DC LGBT Bar Association website.
2021 is going to be an action-packed year in the employee benefits world, with potential retirement plan legislation, significant ERISA guidance, fringe benefit developments, and more. The speakers look ahead to trends and issues that will be most prominent in the coming year.
This two-hour webcast includes a judicial and litigation outlook for 2021, a review of state tax liabilities incurred by pass-through entities, as well as work from home issues for corporations and employees.
Please join Eversheds Sutherland M&A practitioners from around the world and Jinzy Zhu, M&A Legal Integration Lead Counsel at PayPal, for a 60-minute CLE accredited webinar on post-acquisition transaction integration. Post-acquisition transaction integration is the key to buy-side M&A success. We will be discussing and answering questions on a number of topics, including: * Our top 5 tips to successfully complete post-acquisition transaction integration * Developing and executing on the integration plan * Legal entity consolidation and restructuring, governance and compliance * Tax considerations for the combined operations * Workforce and employee benefits * Cybersecurity and data privacy * Our top 5 post-acquisition transaction integration red flags
In this program, we discuss the SALT ramifications of the 2020 elections, including: * High-impact state ballot initiatives * Reactions to potential federal corporate tax rate changes * SALT responses to potential changes to TCJA international provisions, such as BEAT, FDII, GILTI and 245A * Evolving positions on credits and incentives * Future pandemic stimulus spending * And more!
This program will examine the intersection of RegTech tools and anti-money laundering (AML) programs for institutions, including banks, cryptocurrency exchanges, securities exchanges, broker-dealers, and investment advisers. As institutions continue to leverage RegTech tools to enhance their AML programs, we discuss the impact of these RegTech tools on customer identification programs and know-your-customer compliance, as well as suspicious activity reporting filing requirements. How should institutions utilize these RegTech tools, and what is their responsibility to supervise them? What if something goes wrong, and how should institutions ensure proper guardrails exist when implementing RegTech tools into their AML programs? We will examine these questions, along with recent AML regulatory guidance, so that institutions are well positioned to understand the risks and rewards associated with these RegTech tools.
In June, the DOL released version 3.0 of its fiduciary proposal, which formally reinstated the investment advice fiduciary definition in effect since 1975 accompanied by new interpretations that extended its reach in the rollover setting, and proposed a new exemption for conflicted investment advice and principal transactions. This proposal would become part of the patchwork of fiduciary and best interest advice regulations that impact banks, broker-dealers, investment advisers, and insurance companies.
Join Eversheds Sutherland attorneys Carol McClarnon, Mark Smith, Issa Hanna and Caitlin Naylor for a webcast on what financial institutions should be considering now in anticipation of adoption of DOL's proposal, taking into account the context of broader best interest developments.
All but three states have passed hate crimes laws, which generally provide harsher penalties for crimes motivated by a victim’s race, color, religion, national origin, sexual orientation, gender, gender identity, or disability. But how much do you know about how these laws work, who they protect, and why they’re an important tool in the fight against racism? The ACC Georgia Chapter welcomes Eversheds Sutherland's Amanda R. Giffin and John E. Sharpe to present in this engaging discussion.
Eversheds Sutherland Partner Lino Mendiola presents a 60-minute webinar on how to navigate the complex regulatory framework when transacting electric utility assets in Texas.
COVID-19 has dramatically changed the way businesses operate, and how and where employees perform their duties. This webinar will address the U.S. federal, international, and state tax considerations for U.S. multinational and multistate employers facing increased instances of a remote workforce, including discussion of federal income tax and payroll tax considerations; the relevance of income tax treaties; multistate nexus, employer withholding, and unemployment insurance tax considerations; and best practices to manage tax considerations with changing business needs.
The District of Columbia's Council - which serves as DC's legislature - is considering an expansion of DC's sales tax to advertising services, including digital advertising services, and personal information. If enacted, the District of Columbia would become the first jurisdiction to tax sales on personal information and all advertising services, including digital advertising. Nearly every company doing business in DC will bear this tax hike.
Join Todd Lard and Charlie Kearns from Eversheds Sutherland and Stephanie Do from the Council On State Taxation (COST) for a webcast discussion on the scope of the proposal and its current status.
The MSLP is designed for small and mid-size businesses that are unable to access the Paycheck Protection Program (PPP) or that require additional financial support after receiving a PPP loan. In general, eligible companies must have 15,000 or fewer employees or 2019 annual revenues of $5 billion or less. The Fed has committed to extending up to $600 billion of credit under the MSLP. The program, however, has come under some criticism from market participants and Capitol Hill for being too restrictive for businesses that want to borrow.
While the Fed has made some changes to the initial terms set in April, and released the eligible lender application, as of today the MSLP is still not operational. SBIA members have expressed significant interest in the MSLP and how it might benefit their middle market companies.
Hannah Jones and Katie Taylor take stock on what can be learned from COVID-19 and implementing business continuity plans in a real life scenario. We discuss the lessons learned and practical next steps for financial services in the UK.
Although fines are not generally deductible, they may be deducted when attributable to restitution, remediation, or paid to comply with the law. The Tax Cuts and Jobs Act clarified these rules and the IRS has recently proposed regulations that delineate the distinctions between non-deductible fines and deductible government payments. The proposed regulations also describe the conditions and standards of proof for securing deduction as well as the IRS reporting requirements.
While the current economic environment may force some companies and PE funds to divest assets or businesses, potential buyers will have the opportunity to make smart acquisitions. Cash-stable corporates and well-invested funds alike are already considering consolidation against the backdrop of an emerging ‘new normal’ and the need for some businesses to de-leverage.
For businesses that have been adversely impacted by COVID-19, and for those looking to grow as we emerge from lockdown, we will discuss how to structure the deal terms to ensure getting fair value and closing certainty, including:
- Limited due diligence
- Uncertain title to assets
- Customer and vendor contract defaults
- Indemnification and rep and warranty insurance
- Closing conditions
- The interplay with insolvency proceedings
Eversheds Sutherland’s Renewable and Transportation Fuels and Energy and Commodities Trading teams hosted a live Q&A conversation with Eversheds Sutherland Employment Partner Scott McLaughlin to discuss post-COVID-19 re-entry planning.
Please join us for a Q&A session where we will discuss the CARES Act with a focus on tax provisions for insurance companies.
Members of the Eversheds Sutherland derivatives team will address the impact of the COVID-19 pandemic on the global derivatives market:
- Whether and how a pandemic can trigger an Event of Default, Termination Event (e.g., a Force Majeure), Specified Condition or Disruption Event with respect to transactions documented under ISDA Master Agreements or Confirmations and collateralized under a related credit support document
- Regulatory and mechanical issues associated with taking action
- Implications of COVID-19 for futures and other cleared derivatives
- Regulatory relief afforded by the CFTC, SEC and NFA thus far
- Regulatory relief afforded in the EU and UK thus far
- Implications of COVID-19 for current derivatives work streams, including initial margin compliance and the LIBOR transition
Please submit your questions in advance as part of the registration process. You will also have the ability to submit questions live during the session.
Speakers:
James M. Cain | Email | +1 202 383 0180
Meltem F. Kodaman | Email | +1 202 383 0674
Raymond A. Ramirez | Email | 1 202 383 0868
Paul Denham | Email | +44 782 447 7487
Lizet T. Steele | Email | +1 202 383 0942
Please join us for a discussion of state and local tax legislative developments from 2020. We will discuss which state legislatures have adjourned or temporarily suspended their legislative sessions in response to the threat of COVID-19. Despite their adjournment, many tax bills were passed and several were still being actively considered. A numbers of states are expected to react to the economic slowdown. This webcast will provide an overview of recently enacted and pending legislation from this year’s legislative session including highlights such as:
- proposals to tax digital advertising
- proposals to tax digital goods and services
- combined reporting bills out of several states
Market uncertainty, volatility, and interest rates near zero have made buyers and sellers rethink their ongoing and future M&A deals. You will hear the view of experienced M&A practitioners from Eversheds Sutherland offices around the world, who will be joined by the head of the asset management practice in Houlihan Lokey’s financial institutions group. We will be answering questions in real time on what buyers and sellers should focus on in the current environment, including: * What are the lessons from previous market disruptions – the dot.com bubble burst, SARS epidemic, 2008 financial crisis and Arab Spring? * What can buyers and sellers do to future-proof their deals now? * How can buyers terminate or renegotiate their existing deals? * How can sellers preserve the benefit of their bargain? * How should deals be structured to allocate risk appropriately? * How can business development professionals and M&A lawyers keep the deals coming?
We will send registrants an email on Friday, March 27 before the event with the link to the video webinar, and will follow-up with a video recording after the event. Please submit your questions in advance as part of the registration process. You’ll also be able to submit questions live during the session.
We will address market volatility, disruption of the supply chain, the impact of a reduced workforce and workforce management on maintaining business operations, reducing power prices and power price forecasts, and understanding and accessing governmental support packages. We will answer your questions in real time, including those about the impact on:
- supply chain disruption
- force majeure
- power purchase agreements
- financing and tax equity financing
- tax credits/safe harbor
- mergers and acquisitions
- downward pressures on oil prices
Please submit your questions in advance as part of the registration process; there will also be the opportunity to submit questions live during the session.
Speakers:
JP Boutin | +44 292 047 8265 | Email
Mark Dennison | +44 20 7919 0919 | Email
Max Findeisen | +49 2 11 86 46 75 0 | Email
Dorothy Franzoni | +1 404 853 8489 | Email
Natascha Geraedts | +31 20 5600 692 | Email
Amish Shah | +1 202 383 0456 | Email
Madeleine Tan | +1 212 389 5006 | Email
Iwan Walters | +97 14 38 97 02 8 | Email
Tom Warren | +1 404 853 8548 | Email
Jay Ze | +86 10 6583 7388 | Email
This video is a discussion about the IFA USA Branch by its new president, Carol Tello, a partner in the Tax Practice Group at Eversheds Sutherland (US) LLP and Brian Tschosik, an associate in the Tax Practice Group.
In this Bottom Line videocast, Carol Tello and Brian Tschosik discuss:
- Carol Tello’s election as the first woman president of the USA IFA Branch
- USA IFA, a 1,000 member organization, is one of approximately 68 national branches with a total of approximately 12,500 members worldwide
- The benefits of IFA membership
Discover more of the latest legal news and topics discussed by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
The quarterly Eversheds Sutherland SALT Scoreboard tallies significant state and local tax litigation wins and losses. Twice each year, Eversheds Sutherland releases a videocast analyzing recent results.
In this Bottom Line videocast, Charles Capouet and Samantha Trencs discuss:
- the overall results for 2019, including a breakdown of corporate income tax and sales and use tax case results
- comparisons with the results from prior years
- significant Q4 2019 cases, including Matter of Mackenzie Hughes LLP v. New York State Tax Appeals Tribunal
Discover more of the latest legal news and topics discussed by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
In 2020, state and local tax practitioners have witnessed the emergence of a new trend: the proposed taxation of advertising services and data usage. In this Bottom Line videocast, Charles Capouet and Samantha Trencs discuss:
- the proposed Maryland tax on gross revenues from digital advertising services
- potential expansions of the Nebraska and South Dakota sales taxes
- proposals for new taxes on data and data mining in New York and West Virginia
Discover more of the latest legal news and topics discussed by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
On February 19, 2020, the IRS issued two pieces of long-anticipated guidance on Section 45Q, Carbon Capture and Sequestration credits.
In this Bottom Line videocast, Susan Lafferty and Amish Shah discuss:
- Section 45Q Carbon Capture and Sequestration credit
- Beginning of Construction Guidance—Notice 2020-12
- Partnership Allocation Guidance—Revenue Procedure 2020-12
- Expected future guidance
Discover more of the latest legal news and topics discussed by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
Beginning June 2020, the SEC will require most broker-dealers and investment advisers to file and deliver a Form CRS to new, prospective and existing customers and clients. As firms begin to prepare Form CRS, much attention should be given to the delivery requirements.
In this Bottom Line videocast, Holly Smith discusses:
- quick facts about Form CRS
- how to deliver Form CRS
- when to deliver Form CRS
- steps to take when preparing to deliver Form CRS
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
The SEC’s new Regulation Best Interest will require broker-dealers to make account recommendations in their customers’ best interest.
In this Bottom Line videocast, Susan Krawczyk and John Walsh discuss:
- the standard in Regulation Best Interest governing account recommendations
- what types of account recommendations are covered
- what broker-dealers need to do to get ready for the new standard
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
Firms that are dually-registered are subject to special considerations under the SEC’s new Regulation Best Interest when offering both advisory and brokerage accounts.
In this Bottom Line videocast, Clifford Kirsch and Pooja Kohli discuss:
- the capacity disclosures a dual registrant must make
- what Form CRS should look like for dual registrants
- what dual registrants must consider when making account type recommendations
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
Presenters:
Clifford Kirsch | Email | +1.212.389.5052
Pooja Kohli, Litigation Specialist | Email | +1.212.389.5037
Recent SEC rulemaking and guidance heightened retail broker-dealer and investment adviser investment recommendation and advice standards and created certain compliance obligations with respect to account monitoring. Firms that provide account monitoring services should ensure their practices encompass recent developments.
In this Bottom Line videocast, Michael Koffler and Nicholas Rinaldi discuss:
- broker-dealer account monitoring and recommendations under the solely incidental prong of the broker-dealer exclusion to the Advisers Act
- Regulation Best Interest’s impact on both implicit and explicit investment recommendations
- how an investment adviser may satisfy the duty of care when monitoring a client’s account
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
The SEC’s new Regulation Best Interest imposes additional recordkeeping requirements on broker-dealers. These additional recordkeeping requirements will need to capture all information collected from and provided to retail customers in connection with Regulation Best Interest, and broker-dealers may need to build new or modify existing recordkeeping systems to capture all the required information.
In this Bottom Line videocast, Eric Arnold and Ben Marzouk discuss:
- the SEC’s new Regulation Best Interest recordkeeping requirements and related retention periods
- how firms can leverage their existing records to satisfy the new requirements
- what new records firms will need to capture in order to comply with Regulation Best Interest
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
The SEC’s new Regulation Best Interest will require broker-dealers to consider whether their existing investment platforms are designed to result in recommendations to retail customers that are in such customers’ best interests.
In this Bottom Line videocast, Cliff Kirsch and Issa Hanna discuss:
- the changes that broker-dealer firms might have to make to their investment platforms in light of SEC Regulation Best Interest
- whether firms can continue to place limits on their investment platforms after the effective date of Regulation Best Interest
- how we expect SEC and FINRA examination and enforcement staff to approach the regulation of investment platforms after SEC Regulation Best Interest becomes effective
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
In this Bottom Line videocast, Stefanie Wood and Brian Tschosik highlight the changes to US income tax treaties implemented by recently ratified treaty protocols between the United States and Luxembourg, Japan, Spain and Switzerland. Specifically, this videocast discusses the material provisions of the protocols, including:
- exchange of information provisions
- mandatory arbitration procedures
- updates to rates of withholding tax
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
On September 6, 2019, nearly concurrently with the issuance of proposed regulations under sections 451(b) and (c), the IRS and Treasury issued Rev. Proc. 2019-37, long-awaited administrative guidance regarding the new income recognition and advance payment rules. Since the TCJA’s changes to the historic income recognition and advance payment rules, taxpayers have been hopeful for administrative guidance to provide clarity regarding the implementation of the new rules.
In this Bottom Line videocast, Ellen McElroy and Mike Resnick discuss:
- the automatic accounting method changes provided by Rev. Proc. 2019-37
- critical aspects of the new guidance that taxpayers need to pay particular attention to in changing their applicable methods of accounting
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
On September 5, 2019, along with proposed regulations under section 451(b), the IRS and Treasury issued long-awaited proposed regulations under section 451(c). Since the TCJA’s addition of section 451(c) to the Code, taxpayers have been anticipating the arrival of proposed regulations to provide clarification and guidance needed to properly implement the new rules for advance payments.
In this Bottom Line videocast, Ellen McElroy and Mike Resnick discuss:
- the new income deferral provision under section 451(c)
- a summary of the proposed regulations under section 451(c)
- critical aspects of the proposed regulations that taxpayers need to pay particular attention to in their implementation of the new rule
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
On September 5, 2019, along with proposed regulations under section 451(c), the IRS and Treasury issued long-awaited proposed regulations under section 451(b). Due to the significant changes to income recognition under section 451(b), taxpayers were hopeful the proposed regulations would provide them the clarification and guidance needed to properly implement the new income recognition standard.
In this Bottom Line videocast, Ellen McElroy and Mike Resnick discuss:
- the new income recognition standard under section 451(b)
- a summary of the new proposed regulations under section 451(b)
- critical aspects of the new proposed regulations that taxpayers need to pay particular attention to in their implementation of the new standard
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
Taxpayers may want to take advantage of the reopening of the Compliance Assurance Process (CAP) by the IRS Large Business and International Division (LB&I). Eligible companies can now apply for the popular program once again.
In this Bottom Line videocast, Eversheds Sutherland attorneys Susan Seabrook and Daniel Strickland discuss:
- eligibility requirements
- application process overview
- pros and cons of participation for taxpayers
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
The IRS recently released proposed regulations under section 861 that address digital transactions. This Bottom Line videocast discusses:
- the proposed expansion of the scope of existing Treas. Reg. § 1.861-18, which focuses on the classification of transactions involving computer programs, to apply to all transfers of "digital content";
- the sourcing rules applicable to such transfers; and
- Prop. Treas. Reg. § 1.861-19, which provides guidelines for classifying cloud transactions as either services or as a lease.
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
The quarterly Eversheds Sutherland SALT Scoreboard tallies significant state and local tax litigation wins and losses. In this Bottom Line videocast, Eversheds Sutherland attorneys Charles Capouet and Justin Brown discuss the results from the first two quarters of 2019, including:
- how taxpayers have fared in litigation in the first two quarters of 2019 compared to 2016, 2017 and 2018
- three of the main cases from the second quarter of 2019: North Carolina Department of Revenue v. Kimberley Rice Kaestner, Franchise Tax Board of California v. Hyatt, and Department of Revenue v. Agilent Technologies, Inc.
- the recent Cook County Circuit Court decision, Mercury Sightseeing Boats, Inc. v. County of Cook, in which the court determined that the Department of Revenue violated the taxpayer’s procedural due process rights.
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
In this Bottom Line videocast, Eversheds Sutherland’s Carol McClarnon and Laura Taylor discuss ERISA planning considerations for 2019, including:
- basic ERISA compliance
- Department of Labor regulatory examinations
- data privacy and cybersecurity considerations
- an ERISA litigation update
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
In this bottom line videocast, Eversheds Sutherland’s Taylor Kiessig and Katie Sint* provide key takeaways from the proposed section 250 regulations, including:
- calculation of FDII and the section 250 deduction
- types of transactions that qualify
- documentation rules
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
*Not admitted to practice. Application submitted to the District of Columbia Bar.
The quarterly Eversheds Sutherland SALT Scoreboard tallies significant state and local tax litigation wins and losses. In this Bottom Line videocast, Charles Capouet and Chelsea Marmor share 2018 year-end observations, including:
- the overall results for 2018, including a breakdown of corporate income tax and sales and use tax case results
- comparative results from 2016-2018
- significant Q4 2018 cases, including Canon Financial Services, Inc. v. Director, Division of Taxation
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
Proposed regulations on foreign tax credits (FTCs) provide necessary guidance on how to characterize the stock of a controlled foreign corporation (CFC) for purposes of apportioning interest expense.
This Bottom Line videocast discusses:
- the significance of CFC stock characterization for interest expense apportionment
- the proposed new framework for CFC stock characterization
- where does this leave you?
Related content:
- Legal Alert: Allocation, apportionment and attribution, oh my – Proposed foreign tax credit regulations provide critical guidance
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
The November 26, 2018, release by the Internal Revenue Service of proposed regulations (REG-106089-18) related to IRC § 163(j) has provided some clarity for federal income taxpayers. But the regulations’ treatment of federal consolidated groups gives rise to complexities and questions as to how the limitation will operate at the state level.
This Bottom Line videocast includes:
- an overview of IRC § 163(j)
- key elements of the proposed regulations
- important SALT considerations
Related content
- Legal Alert: INXS? IRS issues proposed regulations under section 163(j)
- Legal Alert: Consolidated complexities – state corporate income tax implications of I.R.C. § 163(j)
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
Recently proposed regulations (REG-106089-18) provide needed guidance to the broadly applicable limitation on business interest expense under IRC § 163(j).
This Bottom Line videocast includes key elements of the proposed regulations, such as:
- adoption of a broad definition of "interest"
- treatment of historic carryforwards and coordination rules
- clarification of the application of section 163(j) to consolidated groups, pass-through entities, non-US entities, and excepted trades or businesses
Related content
- Legal Alert: INXS? IRS issues proposed regulations under section 163(j)
- Legal Alert: Proposed 163(j) regulations provide needed guidance to utilities
Discover more of the latest legal news and topics discussed by our attorneys by subscribing to the Eversheds Sutherland Legal Insights Podcast Channel.
In October 2018, the Treasury released proposed regulations related to the Opportunity Zone program (sections 1400Z-1 and 1400Z-2), which was enacted to promote investments in certain low-income communities by providing investors tax incentives.
This Bottom Line videocast discusses:
- the new opportunities provided by sections 1400Z-1 and 1400Z-2
- tax incentives of the program, including gain deferral, reduction of gain amount and elimination of tax on post-acquisition appreciation
- the building blocks of the Opportunity Zone program
Blockchain and distributed-ledger technology hold tremendous promise, far beyond cryptocurrencies. However, there are also real pitfalls, which are often not identified until it is too late. This Bottom Line videocast discusses:
- What is blockchain, and how is it broader than bitcoin and other cryptocurrencies?
- Why it may be revolutionary, but why it will not solve all problems—and why it can create problems of its own.
- Why lawyers and boards must be involved early and often to stop the problems, design solutions and identify further opportunities.
This is the third in a series of three Bottom Line videocasts discussing technology and innovation in the financial services industry.
Not much attention has been paid to the mechanics of the actual calculation of section 965 amounts. It is important to understand the mechanics of section 965 calculations and the inputs, especially in light of their impact on carry-over tax attributes in future years.
This Bottom Line videocast discusses:
- a brief summary of section 965
- the calculation of the section 965(c) deduction using Worksheet 1.1 in Publication 5292 under two scenarios
- the calculation of the disallowed foreign tax credit using Worksheet H in Publication 5292 under the scenarios
Regulators are grappling to define cryptoassets and are applying existing regulations or contemplating new rules to oversee markets for these new asset class(es). In this Bottom Line videocast, Eversheds Sutherland (US) Partner Greg Kaufman and Eversheds Sutherland (International) Partner Andrew Henderson discuss:
- important jurisdictional and definitional issues before US courts
- the UK Financial Conduct Authority’s facilitation and regulation of blockchain technology and cryptoassets
Significant profits are being generated by the "digital economy" while revenue authorities question the ability of traditional physical presence-based tax rules to properly capture earnings.
In this Bottom Line videocast, Eversheds Sutherland (US) Partner Susan Seabrook and Eversheds Sutherland (International) Partner Ben Jones discuss:
- Perceived BEPS risk
- High-profile examples of digital businesses using low tax jurisdictions
- Modernization—how?
- Solutions being considered
The quarterly Eversheds Sutherland SALT Scoreboard tallies significant state and local tax litigation wins and losses. In this Bottom Line videocast, Eversheds Sutherland attorneys Charles C. Capouet and Justin B. Stone discuss the results from the first two quarters of 2018, including:
- how taxpayers have fared in litigation in the first two quarters of 2018 compared to 2016 and 2017;
- three of the main cases from the second quarter of 2018: South Dakota v. Wayfair, Inc., Health Net, Inc. v. Oregon Department of Revenue, and Matter of XO Communications Services, LLC; and
- the recent Cook County Circuit Court decision, Labell v. City of Chicago, which upheld Chicago’s amusement tax on streaming services.
Data and disruptive technology are issues at the forefront of what is currently driving the legal environment across the globe. In this Bottom Line videocast, Eversheds Sutherland (US) Partner Lewis Wiener and Eversheds Sutherland (International) Partner Matthew Allen discuss:
- various aspects of technology in the legal and financial services world
- knowing your data
- knowing your technology
This is the first in a series of three Bottom Line videocasts discussing technology and innovation in the financial services industry.
There is a natural tension between buyers and sellers in M&A transactions. Buyers want to deduct the purchase price as soon as possible, and sellers want to maximize the after-tax proceeds. However, these transactions also involve a myriad of other considerations, including the impact of the corporate tax residence rules and the controlled foreign company rules.
In this Bottom Line videocast, Eversheds Sutherland (US) Partner Daniel Nicholas and Eversheds Sutherland (International) Partner David Jervis discuss:
- buyer and seller incentives
- tax due diligence/pre-closing considerations
- the corporate tax residence rules and the controlled foreign company rules
In this Bottom Line videocast, Eversheds Sutherland attorneys Aaron Payne and Todd Betor discuss the state tax consequences and considerations of IRC § 965. This videocast includes:
- A federal income tax overview of IRC § 965
- SALT considerations of IRC § 965
- Specific state responses
The next generation of cyber threats—data manipulation attacks—is already here.
Increasingly, organizations need not only protect their data from theft and ransomware, but also from subtle changes designed to disrupt, embarrass, extort or even undermine the integrity of systems, companies and institutions. Organizations therefore should consider getting out ahead of this new form of cyberattack and incorporate data manipulation considerations into their proactive cyber plans and policies.
In this Bottom Line videocast, Eversheds Sutherland (US) Partner Michael Bahar and Eversheds Sutherland (International) Partner Vicente Arias Máiz discuss:
- What data manipulation attacks are
- The importance of proactive planning to deal with them
- How low-tech solutions and high-tech solutions, such as blockchain technology, can help
Proposed regulations addressing the amendment and application of section 965 of the Internal Revenue Code of 1986, as amended, were recently issued. Section 965 generally imposes a transition tax on a US shareholder’s pro rata share of the accumulated earnings and profits of a specified foreign corporation. The proposed regulations provide specific requirements for making elections regarding the application of section 965, which generally are required to be made with a taxpayer’s 2017 federal income tax return for calendar-year taxpayers (or by October 9, 2018, for taxpayers that did not file for extensions).
This Bottom Line videocast discusses:
- two important examples in the proposed regulations addressing the application of the gain reduction and basis adjustment rules for distributions from a specified foreign corporation during an inclusion year
- the election to shift basis to reflect the sharing of deficits under section 965
- the implication of variations to fact patterns
Consumption-based taxes are spreading worldwide, and multinational businesses need to be aware of the global indirect tax landscape. Governments are looking for ways to react to and manage the disruptive effect of new and emerging business models, and they are using technology to collect, analyze and share taxpayer data.
In this Bottom Line videocast, Eversheds Sutherland (US) Partner Maria Todorova and Eversheds Sutherland (International) Partner Giles Salmond discuss:
- why taxpayers need to be aware of the global indirect tax landscape
- impact of the Wayfair decision on indirect taxes
- why indirect taxes are important if you supply digitized services
As a result of the OECD’s BEPS project, there is an increased emphasis on aligning income with substantive activity. Former "double country" structures may no longer be viable due to these BEPS DEMPE requirements.
In this Bottom Line videocast, Eversheds Sutherland (US) Partner Carol Tello and Eversheds Sutherland (International) Partner Alan Connell discuss:
- BEPS effects on US multinational IP structures
- impact of US 2017 TCJA on non-US double country structures
- Ireland’s IP tax incentives
The Tax Cuts and Jobs Act, enacted at the end of 2017, changed the federal tax rules governing the deductibility of client meals and entertainment.
This Bottom Line videocast considers the following questions:
- Can client meals be deducted? Are they entertainment?
- What should employers do now in light of this rule change?
- What guidance can be expected on this issue?
The tax reform bill passed at the end of 2017, but Congress continues to propose and make changes to the Internal Revenue Code. Many provisions provided welcome relief; others created uncertainty.
This Bottom Line videocast discusses:
- administrative controversy processes and procedures available to taxpayers
- the certainty achievable in an otherwise uncertain climate
The tax reform bill passed at the end of 2017 includes a number of changes specific to the insurance industry. These provisions, in conjunction with other changes brought about by the new law, can create strategic opportunities or pitfalls for the unwary, depending on the circumstances.
This Bottom Line videocast discusses:
- New provisions affecting tax reserve calculations
- Changes to proration and to the DAC provisions
- Revisions to net operating loss provisions
Section 162(m) was revised as part of the tax reform bill passed at the end of 2017 to place additional limitations on the ability of certain corporations to deduct amounts in excess of $1 million paid to officers of a corporation.
This Bottom Line videocast discusses:
- the expanded rule, including the loss of the performance-based compensation exception
- the impact of the rule on affected companies in designing future compensation
- open issues, including the transition rule for grandfathered compensation agreements
The changes made to the Internal Revenue Code by the Tax Cuts and Jobs Act (TCJA) included a number of modifications to the rules associated with income recognition. Although the TCJA codified certain taxpayer-favorable methods (i.e., the Deferral Method under Rev. Proc. 2004-34), the revised Section 451(b) likely will result in an acceleration of taxpayers’ historic recognition of income. In light of these changes and the changes, made under ASC 606 regarding revenue recognition for financial accounting purposes, taxpayers now more than ever should be reviewing and evaluating their treatment of items of income and expense to ensure they are complying with the new law, while also utilizing the most advantageous methods.
This Bottom Line videocast discusses:
- the new income recognition standard provided under Section 451(b)
- the codification of Rev. Proc. 2004-34’s Deferral Method under Section 451(c)
- implications of the explicit, and implicit, repeal of other income deferral opportunities
On March 23, 2018, Congress passed long-sought legislation, the Small Business Credit Availability Act, as part of its omnibus spending bill. The Small Business Credit Availability Act includes various changes to regulations under the federal securities laws that impact Business Development Companies (BDCs).
This Bottom Line videocast discusses the impacts to include:
- BDC-related provisions that could improve access to capital for US businesses;
- Provisions that will permit BDCs to use more leverage in their investment operations by increasing the allowable debt-to-equity ratio from 1:1 to 2:1; and
- Aligning BDC communication and offering rules with the more liberalized rules available to operating companies.
Civil and criminal enforcement of Foreign Bank and Financial Accounts (FBAR) violations are on the rise. This Bottom Line videocast discusses the changes to the rules impacting FBAR filing obligations and the impact of the changes on potential penalties, including:
- The IRS Offshore Voluntary Disclosure Program, which is ending September 28, 2018
- What companies should do now if they discover that their filing obligations are not compliant
- What civil and criminal enforcement efforts are underway where FBARs were not filed and how you should prepare
The state and local tax (SALT) implications of federal tax reform are numerous, yet still often unclear. With states releasing new law and guidance about federal tax reform, taxpayers must stay abreast of this very dynamic area of law.
This Bottom Line videocast discusses:
- the gating question to the SALT implications of federal tax reform—state conformity to the IRC
- the major international tax provisions of federal tax reform and relevant SALT considerations
- the major general/domestic tax provisions of federal tax reform and relevant SALT considerations
Initial public offerings (IPOs) by Special Purpose Acquisition Companies, or SPACs, are growing at their most robust rate since before the financial crisis, giving more visibility to a once remote corner of the IPO market.
In this Bottom Line videocast, Eversheds Sutherland (US) attorneys Cynthia Krus discusses:
- current SPAC market trends;
- the structure and appeal of SPACs; and
- the IPO and business combination process for a successful SPAC.
In the past few months, investment company structures known as interval funds have become popular among money managers.
This Bottom Line videocast discusses:
- what makes a fund an "interval fund"
- how interval funds differ from other investment vehicles
- how interval funds are regulated.
Private business development companies (BDCs) are an alternative way to raise capital without conducting a public offering or going through the exchange listing process.
This Bottom Line videocast discusses:
- What is a private BDC?
- What are the advantages to a private BDC?
- What is the timeline to raise a private BDC?
In light of the major changes to the Internal Revenue Code (the Code) resulting from the recent enactment of the Tax Cuts and Jobs Act (TCJA), now more than ever, companies have the opportunity to revisit their treatment of income and expenses to ensure they are properly applying the Code and taking advantage of the many opportunities available to them as a result of the TCJA.
This Bottom Line videocast discusses:
- Four procedural tools that companies should consider as they begin planning for the 2017 federal income tax return
- Three steps to provide support for positions that may be taken with respect to the TCJA notwithstanding limited administrative guidance
- Best tax controversy practices to minimize implementation risks
The Internal Revenue Code has historically limited the ability of corporations to deduct certain interest paid to related parties. The recent Tax Cuts and Jobs Act modified this limitation and expanded its application, such that the current limitation applies to all taxpayers and to all business interest, whether or not paid to related parties.
This Bottom Line videocast discusses:
- Differences between the historic and current versions of this limitation on interest expense
- Application of the current limitation on interest expense
- Exceptions to the current limitation on interest expense
The recent Tax Cuts and Jobs Act adopted a provision subjecting certain US shareholders of controlled foreign corporations (CFCs) to tax on their global intangible low-taxed income (GILTI). GILTI is effectively a new worldwide minimum tax on the earnings of a US shareholder’s CFCs.
This Bottom Line videocast discusses:
- What is GILTI?
- Deductions and credits taken into account in determining the US tax on GILTI
- How GILTI is calculated, including a simple example
The new base erosion and anti-abuse tax (BEAT) generally imposes a 10% minimum tax (5% in 2018) on a taxpayer’s income determined without regard to tax deductions arising from base erosion payments (including the portion of a taxpayer’s NOL treated as related to base erosion payments) which generally cannot be reduced by credits other than, until 2025, the R&D credit and 80% of certain other credits.
This Bottom Line videocast discusses:
- A brief overview of BEAT
- A simplified example of the BEAT calculation
Financial institutions are the leading players in our dynamic global economy creating a challenge for in-house Counsel who must be able to stay abreast of developments across jurisdictions as well as manage the appropriate compliance and legal risks that exist within a global dynamic regulatory environment.
This Bottom Line videocast discusses:
- The GC’s role in internal investigations and regulatory considerations in internal investigations
- Interpreting and synthesizing changing regulatory, legal and political dynamics
- Increased focus on the GC by regulators when investigating alleged regulatory violations
US companies and global companies with US operations face the risk of unclaimed property audits as these have occurred in all economic sectors in 2017. While states continue to press their audits forward, recently enacted legislation has rewritten the rules in this already uncertain area. Companies under audit confront difficult choices while those companies not (yet) under audit face an uncertain risk and compliance landscape.
This Bottom Line videocast discusses:
- Audit Risks and Estimation
- The Rapidly Evolving Legal Landscape
- The New Uniform Act
- Preparation for an Audit
Since 1975, the Supreme Court has issued opinions in a stunning 128 employee benefit and ERISA cases. Our team has assembled a white paper, which we believe to be the first of its kind, taking a detailed look at the numbers and substance behind these cases.
This Bottom Line videocast discusses:
- The key data points that our analysis uncovered
- The reasons employee benefit cases are so prevalent
- The participation of the justices, such as which justice participated in the most cases
Read the white paper.
Establishing overseas educational programs or campuses comes with significant employment-related challenges such as work permits, pensions, health and safety, data protection and ownership of intellectual property.
This Bottom Line videocast discusses:
- Key issues to consider in the planning process
- Different models for engaging staff
- Tips on how to manage some of these employment-related challenges
Establishing overseas educational programs or campuses can be a complex, expensive and resource consuming endeavor that can take years. Regulations, local laws and tax implications differ from jurisdiction to jurisdiction thus creating multifaceted challenges beyond simply instituting a curriculum. Furthermore, institutions run the risk of reputational and brand damage if these programs or campuses are set up incorrectly or a wrong partner is chosen.
This Bottom Line videocast discusses:
- Key considerations such as the nature of an operation, its location and the applicable local laws
- Due diligence required for setting up a program
- Tax implications that a new program must consider
In the 2017 Mid-Year State Tax Review, Charles Capouet shares his observations for significant state tax litigation in 2017 and compare mid-year 2017 results with 2016’s results.
This Bottom Line videocast discusses:
- The overall results for 2017, including a breakdown of corporate income tax and sales and use tax case results;
- An overview of the most significant cases of Q2 2017; and
- The Maine Supreme Judicial Court’s holding in State Tax Assessor v. MCI Communications Services, Inc.
Cyber breaches do not discriminate across industries and can occur even with the best policies, procedures and preventive measures in place. As such, cyber litigation is not going away and cybersecurity is now increasingly a board-level issue.
In this Bottom Line videocast, Eversheds Sutherland Partners Michael Bahar and Robert Owen discuss cybersecurity issues and provide five key takeaways on how to handle a hack.
The latest cyberattack across multiple countries shows that hackers do not discriminate by industry. It’s not just about targeting "data" such as credit card or insurance information. Rather, it is increasingly about stealing valuable trade secrets, disrupting global supply chains and even causing physical, destructive effects.
In this Bottom Line videocast, Eversheds Sutherland Partner Michael Bahar and Associate Alexander F. L. Sand discuss ways to manage our ever-evolving regulatory environment and alleviate the risk of cyberattacks.
Connected and automated vehicles are being built with components that enable them to not only access information, but also collect, store and transmit data for performance and safety purposes as well. Furthermore, these vehicles are expected to produce an enormous amount of data, some of which will be personal and sensitive, such as precise real-time geolocation data and the contents of communications that result when drivers connect their mobile phones to a vehicle’s computer system.
In this Bottom Line videocast, Eversheds Sutherland (US) LLP Partners Michael Bahar and Kymberly Kochis discuss cybersecurity threats and privacy issues related to connected and automated vehicles.
As currently written, our laws are not well-equipped to handle the increase in automated vehicles on the road. Moreover, the law and ethics often differ, and doing the safe thing on the road could cause a human to drive illegally. Would an autonomous vehicle drive faster than the speed limit if it needed to, drive at all if a loose gas cap turned on a check engine light, or execute the safest route around an obstacle if it meant breaking the rules of the road?
In this Bottom Line videocast, Eversheds Sutherland (International) LLP Partner Fabian Volz discusses the legal and ethical risks associated with automated driving.
Automated driving is not coming – it’s here. The entire automotive industry is implementing strategies, tools and technologies to not only allow the car to drive, but to operate using Internet of Things devices.
In this Bottom Line videocast, Eversheds Sutherland (US) LLP Partners Mary Jane Wilson-Bilik and Griff Griffin discuss the Internet of Things and how it will impact:
- Big data
- Cybersecurity and data protection
- Intellectual property and patents
Next week, don’t miss an additional videocast on automated transportation’s legal and ethical risks.
The question isn’t whether automated technology will impact the auto insurance industry, but how big that disruption will be and when that disruption will happen.
In this Bottom Line videocast, Eversheds Sutherland (US) LLP Partner Kymberly Kochis and Eversheds Sutherland (International) LLP Partner Fabian Volz discuss numerous ways the insurance industry will be impacted by automated technology.
In the coming weeks, don’t miss additional videocasts on cybersecurity and intellectual property issues with Internet of Things devices in autonomous vehicles, and automated transportation’s legal and ethical risks.
The quarterly Eversheds Sutherland SALT Scoreboard tallies significant state and local tax litigation wins and losses. In this videocast, Charles C. Capouet and DeAndre R. Morrow share 2016 year-end observations, including results for income tax apportionment cases, sales tax manufacturing exemption cases, and a recap of Avnet, Inc. v. Washington Department of Revenue. Stay tuned for upcoming 2017 editions of the Eversheds Sutherland SALT Scoreboard!