Mergers & Acquisitions Law Report Index-Summary

TAX-EXEMPT ORGANIZATIONS

TAXABLE YEAR

– Consolidated returns, year of parent does not control time of depreciation deduction for property owned and placed in service by subsidiary (N.D. Ill.), 10
– N.Y. Empire Zone wage tax credit, sale of assets during partnership year creates 2 taxable years within same 12-month period (N.Y. Div. Tax App.), 1032

TAXATION

See also PRIVATE LETTER RULINGS (PLRs)
– Capitalization of costs to acquire or create intangible assets, tax treatment remains under consideration, 418
– Carried interest

See LEGISLATION, FEDERAL, HR 1935

– Consolidated returns

See CONSOLIDATED RETURNS

– Corporate acquisition indebtedness, avoiding IRC §279 penalties, 323
– Corporate inversions, Final Regs. widen scope of §7874, 569; IRS defends elimination of safe harbor, 701; foreign corporation stock not taken into account for ownership purposes, regs. expected, 875; new safe harbor under consideration, 955
– Corporate transactions, structuring and financing importance, 1030
– Deferred compensation, Treasury purchase of equity interests in financial institutions not change in control for §409A purposes, 537
– Failed thrift acquisitions, breach of contract award against government reduced by tax benefits (Fed. Cl.), 1027
– Financial crisis, tax distortions contributed to excess leveraging, IMF paper, 628
– GlaxoWellcome/SmithKline Beecham merger, interest expense disallowance challenged, 514
– Goodwill may qualify for like-kind exchange treatment, IRS ruling creates new opportunities, 653
– Gross-ups, executive compensation policies modified in response to economy and investor concerns, 932
– International taxation

See specific country

– Liquidations, stock sales, §336(e) asset acquisition treatment, ABA comments on Prop. Regs., 36; comments under examination, 312
– Losses

– – Merger agreement termination fee deductible (T.C.), 417; Analysis & Perspective, 434
– – NOLs

– – – Economic hardship of issuer insufficient to treat nonstock ownership interest as stock, 1032
– – – Idaho eliminates special limitations on losses of merged companies, In Brief, 827

– Mexico reform proposal

– – Analysis and Perspective, 1041
– – Big impact seen, 1060
– – Chamber of Deputies approves Senate changes, 1059

– Outbound transactions, gain on sale of Cal-Almond assets through Caribbean trusts to private and nontax entities required to be recognized (T.C.), 959
– Ownership changes in loss corporations

See OWNERSHIP CHANGES IN LOSS CORPORATIONS

– Partnerships

– – Ernst & Young partner reporting partnership-for-shares swap constructively received stock on date deposited (7th Cir.), 370
– – Mergers, divisions, and tiered entities, §704(c) gains and losses, comments sought (Notice), 777; commenters seek clarification, 824; practitioners urged to comment, 958

– Reorganizations

See REORGANIZATIONS

– State taxation

See STATE AND LOCAL TAXES

– Stock basis

– – (B) reorganizations, safe harbor under consideration, 57
– – Distributions, recovery and identification Prop. Regs. issued, 78; IRS discusses, basis shifting remains concern, 340; IRS amenable to change, further comments sought, 419; IRS corrections, In Brief, 516
– – Subsidiary stock transactions, netting of gains and losses urged, 58

– Substance vs. form, stock-asset sale, energy firm used Midco transaction tax shelter to avoid tax on purchase of assets (5th Cir.), 1077
– Tax shelter promotion, practitioner-client privilege not extended to written direct and indirect communications with corporate representatives and agents (7th Cir.), 624
– Trade or business expense, payment made to terminate agreement deductible (T.C.), 417; Analysis & Perspective, 434
– Transfer pricing

See TRANSFER PRICING

– Transfers to controlled corporations, PLR pilot program allowing limited issues rulings announced (Rev. Proc.), 449

TECHNOLOGY INDUSTRY

– Antitrust

– – Enforcement rumors chill innovation, 761
– – Microsemi/Semicoa merger, DOJ challenge transferred to Cal. (E.D. Va.), 278
– – Microsoft-Yahoo search engine deal, DOJ issues second request for data and documents, 867
– – Online privacy seen as ingredient in issues, 463

– Bankruptcy

– – BearingPoint sale of assets to Deloitte granted expedited approval (Bankr. S.D.N.Y.), 320; sale of business unit to PricewaterhouseCoopers approved, 553
– – ESPRE Solutions seeks Ch. 11 protection (Bankr. N.D. Tex.), 155

– Computer hard drives, Toshiba acquisition of Fujitsu, Asian countries approve, 884
– Copyright, reorganization and merger of licensee results in unauthorized transfer of software license (6th Cir.), 978
– Direct foreign investment, no coordinated strategy by foreign entities, CFIUS annual report to Congress, 47
– Emulex seeks to block tender offer by Broadcom (C.D. Cal.), 489
– Fujitsu/Fujitsu Siemens Computers, EC approves, 14
– Insider trading

– – Covansys and Computer Sciences merger, brother-in-law of executive agrees to settle charges (E.D. Tenn.), 841
– – JDA Software and i2 Technologies, abandoned merger, couple selling stock to avoid loss settle insider trading claims (N.D. Tex.), 840

– Intel acquisition of Wind River Systems, contemporaneous class actions, motion to stay one of proceeding examined under forum non conveniens standards (Del. Ch.), 672
– Nanotechnology, bankruptcy, Aviza Technology, Applied Materials wins bid for patents (Bankr. N.D. Calif.), 1038
– Oracle/Sun Microsystems takeover, EU launches antitrust probe, 850; EC rejects Oracle criticism, expresses displeasure with DOJ approval, 1080
– Semiconductors

– – Antitrust, Microsemi/Semicoa merger, DOJ challenge transferred to Cal. (E.D. Va.), 278; DOL requires Microsemi to divest Semicoa assets (C.D. Cal.), 790
– – Bankruptcy, Aviza Technology, Sumitomo Precision Prod. completes asset acquisition (Bankr. N.D. Calif.), 1038
– – Insider trading, Freescale Semiconductor/SigmaTel merger, employee settles charges (W.D. Tex.), 102

– Trados/SDL merger, approval transaction by board paying preferred stockholders but not common shareholders may constitute breach of fiduciary duty (Del. Ch.), 772

TELECOMMUNICATIONS

– AT&T/Centennial Communications merger

– – Deal finalized, 1071
– – Divestiture of assets required as precondition (D.D.C.), 974

– AT&T/Dobson Communications merger, divestiture order violations, AT&A settles civil contempt charges (D.D.C.), 48
– Bankruptcy, Questex Media Group files, senior lender seen as stalking horse, 1015
– Belgacom purchase of BICS and MTN approved by EC, 1034
– Carphone Warehouse Group acquisition of Tiscali UK authorized by EC, 657
– CenturyTel/Embarq merger, FTC conditionally approves, 618
– Liberty Media

– – CEO to pay penalty for premerger notification reporting violations re Discovery Holding stock acquisition (D.D.C.), 617
– – (D) reorganizations, spin-off of entertainment subsidiary receives favorable IRS ruling, 1057

– Mexico, foreign direct investments, constitution restriction on percentage constitutional (S.C.J.N.), 980
– Net Mobile of Germany, NTT DoCoMo commences tender offer, 881
– Nortel Networks to sell Enterprise Solutions to stalking horse Avaya, 735
– Ownership rules, FCC begins quadrennial review, 921
– Radio, Chile approves legislation to curb concentration of broadcast concessions, 152
– Wireless market, Kohl (D-Wis) urges FCC and DOJ to conduct antitrust review, 645

TELEPHONES

– Cell phones

See TELECOMMUNICATIONS

TORTIOUS INTERFERENCE

See CONTRACTS

TRANSFER PRICING

– Business restructuring, OECD action

– – Analysis and Perspective, 18
– – Arm's-length standard passes scrutiny, 216
– – Draft guidelines on transfer pricing and tax treaty application, Analysis and Perspective, 18

– IRS procedure for obtaining consent or revocation for treatment of transactions on separate entity basis (Rev. Proc.), 597
– Mexico tax reform proposal

See MEXICO

TRANSPORTATION

– Air transportation

See AIR TRANSPORTATION

– Motor vehicles

See MOTOR VEHICLES

– Transportation Dept., Elliott approved as head of Surface Transportation Bd., 770

TROUBLED ASSETS RELIEF PROGRAM (TARP)

See BANKING