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Walking On Thin Ice: Does The Revenue Procedure 2013-13 Signify The Demise Of Leveraged Spin-Offs?, Natalia Caruso
Walking On Thin Ice: Does The Revenue Procedure 2013-13 Signify The Demise Of Leveraged Spin-Offs?, Natalia Caruso
William & Mary Business Law Review
Corporate taxpayers, when weighing leveraged spin-off transactions, have long relied on the comfort of Internal Revenue Service rulings to “bless” the deals. These transactions, when structured properly, are not subject to tax under section 355 of the Internal Revenue Code (“I.R.C.”) and can potentially provide great monetizing opportunities to public companies. Recent developments in the Internal Revenue Service’s ruling policy, however, removed the safety blanket companies had relied upon, as the Internal Revenue Service announced its decision to cease the issuance of the rulings addressing the deals’ qualification for tax-free treatment.
This Note will examine the history and the complex …
The Federal Common Law Of Successor Liability And The Foreign Corrupt Practices Act, Taylor J. Phillips
The Federal Common Law Of Successor Liability And The Foreign Corrupt Practices Act, Taylor J. Phillips
William & Mary Business Law Review
In recent years, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have vigorously enforced the Foreign Corrupt Practices Act (FCPA). The FCPA prohibits bribery of foreign government officials, and the statute provides for significant civil and criminal sanctions. Settling and remediating violations can cost corporate defendants millions, with several corporate enforcement actions exceeding $100 million in sanctions. Moreover, enforcement actions related to the FCPA often are not brought until many years after the alleged violations.
Because the massive potential liabilities associated with an FCPA violation may not manifest themselves until years after the violation occurred, prospective …