After the sale of a company, buyers and sellers often dispute calculations of working capital adjustments and amounts due under earn-outs. They may allege breaches of representations and warranties, or assert fraud claims.

U.S. insurers should pay close attention to the Federal Reserve's 2014 Insurance Quantitative Impact Study (QIS) as it may affect future insurance regulation and capital adequacy requirements.

On October 31, 2014, the IRS released proposed regulations that contain further guidance on the application of Code Section 751(b). The proposed regulations for the most part follow the methodology originally outlined in Notice 2006-14 and provide an anti-abuse rule.

In February of this year, the House Committee on Ways and Means released the proposed Tax Reform Act of 2014, which included several restrictions on REIT conversions including but not limited to disallowing tax-free spinoffs into a REIT and more narrowly defining real property for REIT purposes.

Have you relied on guidance from the Internal Revenue Service to analyze a situation, structure a transaction or obtain an instructional roadmap for completing your tax returns? To a seasoned tax professional, this question may seem rhetorical. However, according to a recent Tax Court decision, relying on certain IRS guidance may put you in an unexpected defenseless position, one that begs the thought “you have to be kidding me.”

"I have been urging Congress to pass anti-inversion legislation, which is the only way to close the door on these transactions entirely," Treasury Secretary Jack Lew recently told reporters.

Post-acute care service providers — skilled nursing facilities, home health, inpatient rehabilitation facilities and long-term acute care hospitals — are currently in flux given the Centers for Medicare and Medicaid Services (CMS) reimbursement cuts, the growth of Medicare Advantage, payment reforms such as Accountable Care Organizations and re-admission penalties, hospital consolidation and narrowing provider networks.

In its continued effort and focus on transfer pricing, the IRS Large Business and International (LB&I) division published a “roadmap” designed to help IRS exam teams improve the efficiency and transparency of transfer pricing audits.

“Villainy, thy name is Taxpayer!” is what the IRS might wail if we all lived in a world encompassing a Shakespearean tragedy. Thankfully, we don’t.

Created as a result of the Patient Protection and Affordable Care Act (PPACA), public exchanges have enrolled more than eight million Americans. They provide an online consumer marketplace for the direct purchase of health insurance, as well as a mechanism for the payment of insurance premium subsidies for families earning less than $94,200 per year.

Investors from around the world are increasingly attracted to India, the world’s fourth most favored investment destination. With its highly skilled work force, large English-speaking population, growing domestic market, and stable, democratic government, India is an important investment and business location for many global companies.

Traditionally, founders and employees with stock options in early-stage companies had to wait until their companies were sold or went public in an initial public offering (IPO) to liquidate their equity interests. Occasionally, a founder might find a buyer for his / her shares, but that was the exception rather than the rule.

It is critical for distressed companies to retain and motivate key talent both during the bankruptcy process and upon emergence from bankruptcy.

On July 29, 2014, Windstream Holdings, Inc. announced its plans to spin-off certain telecommunication network assets into a publicly traded real estate investment trust (REIT) following the issuance of a favorable private letter ruling from the Internal Revenue Service. According to the company, a successful REIT formation transaction will enable it to accelerate the pace of its network investments, enhance its service offerings to customers and maximize shareholder value.