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What House And Senate Tax Bills Mean For Oil And Gas Cos.

​Houston partner James Chenoweth and New York partner Eric Sloan are the authors of "What House And Senate Tax Bills Mean For Oil And Gas Cos.," [PDF] published by Law360 on December 7, 2017.

Article | December 7, 2017

Black and Grey: The EU Publishes Its Lists of Tax Havens

On Tuesday, December 5, 2017, the EU announced its long-awaited list of seventeen "non-cooperative" tax jurisdictions (the "Black List") and identified a further 47 jurisdictions with whom discussions about tax reform are ongoing (the "Grey List").

Client Alert | December 7, 2017

International Investors to Be Liable to UK Tax on Capital Gains Derived from UK Real Estate from 2019

Background 1.1 The UK has the largest commercial property market in Europe, attracting over $31bn of investment in the first half of 2017 (even after the Brexit vote).

Client Alert | November 24, 2017

Potential Changes in Taxation of Executive Compensation and Employee Benefits Under the Proposed House Tax Legislation

On November 2, 2017, House Republicans released their much-anticipated tax reform proposal, entitled the Tax Cuts and Jobs Act (the "Act"). We provided a summary of the Act here, which noted that there is significant uncertainty as to whether some or all of the provisions in the Act will take effect, and, if they do, in what form.

Client Alert | November 8, 2017

House GOP Releases Major Tax Reform Bill

On November 2, 2017, House Republicans released their much anticipated tax reform proposal, entitled the Tax Cuts and Jobs Act (the "Act"). (On November 3, 2017, Chairman Brady released a "Chairman's mark" that removed one international tax provision and made several technical and conforming changes.)

Client Alert | November 3, 2017

UK Criminal Finances Act 2017: New Corporate Facilitation of Tax Evasion Offence – Act Now to Secure the Reasonable Prevention Procedures Defence

I. Introduction The UK Criminal Finances Act 2017 (the CFA) became law on 27 April 2017. On 30 September Part 3 of the CFA, which creates two new corporate criminal offences, will come into force.

Client Alert | September 29, 2017

Internal Revenue Service Announces Relief for Southeast Texas Due to Hurricane Harvey

The Internal Revenue Service (the "IRS") has announced relief from certain time sensitive deadlines for taxpayers affected by Hurricane Harvey (https://www.irs.gov/newsroom/tax-relief-for-victims-of-hurricane-harvey-in-texas).

Client Alert | September 5, 2017

French Market Update – July 2017

France is great again?Many of you have read positive articles on the new government in France and its freshly elected President, Emmanuel Macron. Is it real?First, one needs to understand the context: a quasi-unknown individual a year ago, Mr.

Client Alert | July 20, 2017

California Supreme Court Upholds Los Angeles County’s Interpretation of Documentary Transfer Tax Act

On June 29, 2017, in a widely anticipated ruling, the Supreme Court of California held that a transfer of an interest in a legal entity that results in a change in ownership of real property held by the legal entity for property tax purposes triggers the California documentary transfer tax (the "DTT").  This decision affirms the lower court's view that property tax "change in ownership" principles apply for purposes of the DTT.Facts of the CaseAs discussed in more detail in our prior Client Alert, Ardmore involved a series of transactions involving, over time, the transfer of an apartment building by a trust (Trust) to a wholly owned limited liability company (Ardmore), a transfer by the Trust of its interest in Ardmore to a "trust-owned partnership" (

Client Alert | July 10, 2017

What the UK Election Result Means for Brexit

Theresa May's decision to call a snap UK general election has backfired.  The Conservatives emerged as the biggest party in yesterday's UK general election but lost their overall majority.  Theresa May's authority and leadership have been greatly weakened, perhaps even fatally damaged, by the shock result.  The Conservatives won 319 (down from 331) seats in the House of Commons.  A governing party needs 326 seats out of 650 seats for a majority.   The Labour party gained 29 seats, enjoying their biggest increase in the share of the vote since 1945.  A so-called "progressive alliance" between them and such of the minority parties as have indicated a willingness to work in coalition with Labour would not be sufficient to command an outright

Client Alert | June 9, 2017

What the UK’s Snap General Election Means for Brexit

The UK prime minister Theresa May has called a surprise general election for 8 June 2017.  Earlier this week she won a House of Commons vote by 522 to 13 to override the standard five year fixed term between general elections.Theresa May is hoping the early election will convert her current working majority of 17 MPs in the House of Commons into a much bigger majority (with some predictions of a "landslide" victory).  The prime minister says this will strengthen her hand in Brexit negotiations and provide the "strong and stable leadership" the country needs.Brexit negotiations will begin in earnest after the elections in France (the first round takes place on 23 April 2017, with the top two candidates facing each other in a second run-off on 7

Client Alert | April 21, 2017

UK Government Triggers Article 50

The UK government has today triggered Article 50 – the official legal notification to the EU that the UK is going to leave the bloc.  This means that, unless otherwise agreed with the EU member states, the UK will be out of the EU by end March 2019.

Client Alert | March 29, 2017

Update on German Taxation Developments Regarding Management Equity Programs

The German Federal Fiscal Court confirmed in a decision published on January 25, 2017 that payments under a management equity program qualify as tax preferred capital gains and not as employment income, provided,the management participation is purchased and sold at market price andthe participation is subject to a potential risk of loss.Leaver and vesting schemes do not hinder such a qualification as capital gain.Taxation of MEPs – End of Legal Uncertainty?In recent years, the taxation of an executive's participation in a management equity program (MEP) has been a major topic in German tax audits dealing with these programs.

Client Alert | February 2, 2017

UK Supreme Court Rules Parliament Must Hold Vote on Article 50

The Supreme Court (the UK's highest court) has ruled today that parliament must vote on whether the UK can start the process of leaving the European Union.  The Supreme Court held by a majority of eight to three that the UK government cannot trigger Article 50 – the official legal notification to the EU that the UK is going to leave the bloc – without an act of parliament authorising it to do so.  The landmark decision upholds a High Court ruling handed down last November.  The UK government had argued that royal prerogative powers mean MPs do not need to vote on triggering Article 50.  The Supreme Court rejected this.  Withdrawal from the EU will fundamentally change the UK's constitutional arrangements because it will cut off the source of EU law: &

Client Alert | January 24, 2017

2016 Year-End German Law Update

Over the last eight years, the German economic recovery seemed very robust to any sort of political and financial turbulences occurring in the EU and world-wide.

Client Alert | January 13, 2017

The Trump Presidency: Selected Initial Observations and Considerations

There is widespread speculation regarding what President-elect Donald Trump and a Republican-controlled Congress will choose to prioritize and pursue in 2017 and beyond.  With the majority of pollsters and media observers incorrectly forecasting a victory for Hillary Clinton, many are just now beginning to assess how they will operate under, and the potential opportunities presented by, the policies of the Trump administration and the Republican-led Congress.  We would like to share with you some of our initial observations about the potential effects that may be forthcoming in the near term.  With Republicans claiming the White House and maintaining control of both the House of Representatives and the Senate, we expect a flurry of legislative and administrative activity con

Client Alert | November 15, 2016

IRS Issues Final and Proposed Regulations Addressing Partnerships and Section 956 and the Active Rents and Royalties Exception

On November 3, 2016, the Internal Revenue Service (the "IRS") and the Treasury Department ("Treasury") issued final regulations (the "Final Regulations") providing rules regarding the treatment under section 956 of "United States property" held by controlled foreign corporations ("CFC") through partnerships and expanding the scope of the section 956 anti-avoidance rule.  Along with the Final Regulations, the IRS and Treasury also issued proposed section 956 regulations (the "Proposed Regulations") addressing certain determinations regarding related parties.  The Final Regulations also contain rules for determining whether a CFC is considered to derive rents and royalties in the active conduct of a trade or busi

Client Alert | November 11, 2016

UK High Court Rules That Parliament Must Vote on Triggering Article 50 Process for Brexit

The UK High Court has ruled today that parliament must vote on whether the UK can start the process of leaving the European Union.  This means the UK government cannot trigger Article 50 – the official legal notification to the EU that the UK is going to leave the bloc – without parliamentary approval.

Client Alert | November 3, 2016

IRS Updates U.S. Retirement Plan COLAs for 2017

On October 27, 2016, the IRS released its cost-of-living adjustments applicable to tax-qualified retirement plans for 2017.  For the second consecutive year, many of the key limitations, including the elective deferral and catch-up contribution limits for employees who participate in 401(k), 403(b) and 457 tax-qualified retirement plans, remain unchanged from current levels because increases in the cost-of-living index did not meet statutory thresholds that would trigger their adjustment.  This is despite the fact that there will be an increase of almost $9,000 in the Social Security wage base for 2017.The key 2017 limits are as follows: Limitation2017 Limit402(g) Limit on Employee Elective Deferrals (Note:  This is relevant for 401(k), 403(b) and 457 plans, and for certain

Client Alert | November 1, 2016

Brexit – UK Government Sets Out Process to Leave EU by 2019

The UK Prime Minister, Theresa May, has announced that Article 50 – the official legal notification to the EU that the UK is going to leave the bloc – will be triggered by end March 2017.  This means the UK will be out of the EU by end March 2019.   The UK will have two years from the Article 50 notice to negotiate the terms of its relationship with the EU.  Theresa May has not given any information on the type of Brexit deal the UK Government will be pursuing.  However, the Prime Minister insists that the UK will not "give up control of immigration again".  The requirement for restrictions on free movement of people may make it difficult for the UK to remain in the EU single market.

Client Alert | October 3, 2016

Brexit – What We Are Hearing

As the debate widens and the complexity of the challenges of Brexit emerges, it is becoming increasingly difficult to simplify the issues at the centre of the discussion.  Much is being written and The Financial Times this week (w/c 19 September) had some interesting articles.This is what we are hearing: Whilst some academics continue to debate issues of process, the better legal view is that the Government is entitled to serve the Article 50 notice without Parliamentary approval.

Client Alert | September 22, 2016

The Gift of Worldwide Taxation

​London partner Jeffrey Trinklein is the author of "The Gift of Worldwide Taxation" [PDF] published on September 13, 2016 by Gulf News.

Article | September 13, 2016

IRS Releases Final Regulations Clarifying the Definition of Real Property for REITs

On August 31, 2016, the Internal Revenue Service (the "IRS") and the Department of the Treasury ("Treasury") issued final regulations clarifying the definition of "real property" for real estate investment trust ("REIT") purposes.  The final regulations largely follow the proposed regulations issued in May 2014, with limited changes.  The IRS and Treasury received numerous written and electronic comments and held a public hearing on the proposed regulations, but declined to incorporate most comments into the final regulations.  We have summarized below a general overview of the final regulations and some noteworthy features and observations.

Client Alert | September 9, 2016

IRS Issues Temporary Regulations for Early Election into New Partnership Audit Rules

On August 4, 2016, the Internal Revenue Service (the "IRS") issued temporary and proposed regulations (the "Temporary Regulations") addressing the mechanics for electing to apply the new partnership audit rules (the "New Rules") before those rules become mandatory for tax years beginning after December 31, 2017.  The Temporary Regulations are effective beginning August 5, 2016.Brief Background on the New RulesPartnerships, unlike corporations, are not subject to income tax.  Instead, the partners are taxed on their distributive shares of the partnership's income.  Under the law currently in effect (the so-called "TEFRA rules"), when the IRS audits a partnership, it adjusts the partners' distributive shares of taxable incom

Client Alert | August 8, 2016

Is It Still Possible to Implement Tax-Free Step-Up of Real Estate Assets Held Through a French SCI?

The Lupa decision creates uncertainty in applying the Quemener principle in a Luxembourg situationOn July 6, 2016, the French Supreme Court rendered a surprising decision that limits the right of tax payers to implement a tax-free step up of French real estate assets held through French SCIs (société civile immobilère).

Client Alert | July 25, 2016

IRS Releases Additional Guidance on Changes to Determination Letter Program for Qualified Retirement Plans

On June 29, 2016, the United States Internal Revenue Service released Revenue Procedure 2016-37 (available here) providing additional guidance on when an individually designed tax-qualified retirement plan must be amended for changes in law and when such a plan may request a determination letter from the IRS as to its tax-qualified status.  As we previously discussed in this publication, in July 2015 the IRS announced that beginning on January 1, 2017, it would be eliminating the staggered five-year remedial amendment cycle system for individually designed plans.  The IRS noted at that time that additional details on the program changes would be forthcoming.  Previously, plan sponsors were required to amend their plan each year for required legal updates and then make c

Client Alert | July 5, 2016

BREXIT – What Next? Key issues if you are doing business in or with the UK and the EU

This is an update to our client alert published on June 21, 2016 in which we addressed the possible legal consequences of a vote to leave the European Union in the Referendum held in the United Kingdom on June 23, 2016.  Now that the outcome of the Referendum is known, we consider in this client alert some of the likely immediate consequences of that vote and its impact on anyone doing business in the UK.What happened on June 23?In a result announced in the early hours of June 24, the UK electorate voted, by a majority of 51.9% to 48.1%, to leave the European Union.

Client Alert | June 28, 2016

BREXIT

You will all be aware that the UK electorate voted yesterday, by a margin of 52% to 48%, to leave the European Union.  Following that vote, the UK Prime Minister, David Cameron, has announced today that he will step down in October when a new leader of the Conservative party (and, therefore, Prime Minister) will take office.  The referendum does not itself trigger any legal consequences.  The actual timing for a UK exit from the EU is uncertain.  Whilst Mr. Cameron has indicated that the UK government will not invoke the mechanisms required under the Treaty of Lisbon to trigger negotiations leading to BREXIT until a new administration is in place, the presidents of the EU institutions, in a joint statement issued today, have said that they expect the UK to give eff

Client Alert | June 24, 2016

IRS Issues Proposed Regulations Addressing Application of Section 409A to Nonqualified Deferred Compensation Plans

On June 21, 2016, the Internal Revenue Service ("IRS") issued proposed regulations clarifying or modifying a number of provisions of the final regulations under Internal Revenue Code ("Code") section 409A.  The IRS also withdrew one provision from previous proposed regulations regarding the calculation of amounts includible in income under section 409A(a)(1) and replaced it with revised proposed regulations.  The proposed regulations do not have any specific focus, but rather address various concerns raised by taxpayers over interpretive issues since the current regulations were finalized in 2007.  BackgroundSection 409A was added to the Code in 2004 and addresses the taxation of amounts deferred under nonqualified deferred compensation plans (&

Client Alert | June 24, 2016

What Happens If the United Kingdom Votes to Leave the European Union?

For the past few months, it has been impossible for anyone living in the United Kingdom to escape coverage of the Referendum on the UK's continued membership of the European Union.  Whilst general coverage has been extensive and unrelenting, there has been considerably less focus on what might happen after a vote to "leave" (i.e.

Client Alert | June 21, 2016

IRS Releases Temporary and Proposed Regulations Extending REIT Built-in Gain Recognition Period for Property Acquired from a C Corporation and Tightening the Rules for REIT Spinoffs

On June 7, 2016, the Internal Revenue Service (the "IRS") and the Treasury Department issued temporary and proposed regulations (the "New 337 Regulations") under section 337 that (i) extend the period during which a real estate investment trust (a "REIT") is subject to U.S.

Client Alert | June 14, 2016

M&A Report – Reverse Morris Trusts Revisited

Over the last twelve months, over fifty US publicly traded companies with a market capitalization of over $1 billion have announced plans to spin-off lines of business into independent companies.  During that period, companies such as Starwood Hotels, ConAgra Foods, and Citrix Systems have announced spin-offs of one or more businesses.

Client Alert | May 31, 2016

Equal Employment Opportunity Commission Issues Final Wellness Plan Regulations

On May 16, 2016, the Equal Employment Opportunity Commission (EEOC) released final regulations applying the requirements of the Americans with Disabilities Act (ADA) and the Genetic Information Nondiscrimination Act (GINA) to employer "wellness" programs.  The regulations, which largely mirror proposed regulations issued in 2015, are effective for plan years beginning on or after January 1, 2017.  With open enrollment for 2017 only a few months away, employers need to ensure that their wellness programs comply with the new rules and that their employee communications are consistent with these rules.Background and ApplicationA wellness program generally includes any health promotion and disease prevention program offered to employees either as part of a group health

Client Alert | May 31, 2016

District Court Issues Troubling Decision in Sun Capital Case: Private Equity Funds Formed “Partnership-in-Fact” and Were Engaged in “Trade or Business,” Liable for Withdrawal Liability Obligations of Portfolio Company

On March 28, 2016, in a much-anticipated ruling in the Sun Capital case, the U.S. District Court for the District of Massachusetts held on remand that two private equity funds had formed a "partnership-in-fact" and were engaged in a "trade or business" and, accordingly, were jointly and severally liable for multiemployer pension plan "withdrawal liability" obligations of one of their portfolio companies.

Client Alert | March 31, 2016

Further Guidance Welcome – Recent German Taxation: Developments Regarding Management Equity Programs

​Munich partner Hans Martin Schmid is the author of "Further Guidance Welcome - Recent German Taxation: Developments Regarding Management Equity Programs" [PDF] published on March 3, 2016 by Business Law Magazine.

Article | March 3, 2016

2015 Year-End French Law Update

2015 has been an extraordinary year for M&A on a global scale. Despite a 3.2% decrease in deal volume, total deal value reached US$4.3tn, an astounding 30.5% increase from last year.

Client Alert | February 24, 2016

Treasury Issues Temporary Regulations Regarding the Allocation of Partnership Foreign Tax Expenditures

On February 4, 2016, the U.S. Treasury Department (the "Treasury Department") and the U.S.

Client Alert | February 9, 2016

President Obama Signs Appropriations Bill Exempting Non-U.S. Pension Funds from FIRPTA, Taxing REIT Spinoffs, and Making Other Important Changes to the Taxation of U.S. Real Property Investments by Non-U.S. Investors and the REIT Rules

​ On December 18, 2015, President Obama signed into law the Consolidated Appropriations Act of 2016 (the "Act"), an omnibus spending bill that includes a number of changes to the provisions of the Internal Revenue Code (the "Code") governing the taxation of U.S.

Client Alert | December 29, 2015

Amendment to France-Luxembourg Tax Treaty Will Not Tax the Sale of Companies Owning French Real Estate Before 2017

On September 8, 2014, we issued a client alert that the Luxembourg and French Ministry of Finance had signed a fourth amendment to the tax treaty between France and Luxembourg, with the potential to impose a significant tax burden on existing and future French real estate investments.  Although the effective date for the amendment was previously unclear, it is now apparent that this amendment will come into effect no earlier than January 1, 2017.Under the current treaty, gains on the sale by a Luxembourg company of shares in a French or Luxembourg company holding French real estate are not taxable in France, even if those gains may also be exempt from Luxembourg tax under Luxembourg domestic law.The fourth amendment will reverse this favorable treatment.

Client Alert | November 23, 2015

President Obama Signs Bipartisan Budget Act of 2015, Sweeping Aside Rules That Have Governed Tax Audits of Partnerships Since 1982

On November 2, 2015, President Obama signed the Bipartisan Budget Act of 2015 (the "Act"), which sweeps aside the rules that have governed the tax audits of partnerships since 1982.  Although the new rules generally will not be effective until 2018, because the changes to partnership audits and attendant tax liability are so dramatic, and because partnerships generally may elect to apply the rules before 2018, it is important to ensure that both existing and future partnership agreements protect the interests of the partners and address the various alternatives available under the new rules.  In addition, disclosure documents and regulatory filings (including filings with the Securities and Exchange Commission) will need to be modified to reflect the new law.  F

Client Alert | November 12, 2015

U.S. Retirement Plan COLAs Unchanged for 2016

​Earlier today, the IRS released its cost-of-living adjustments (COLAs) applicable to tax-qualified retirement plans for 2016.  The vast majority of these limitations, including the elective deferral and catch-up contribution limits for employees who participate in 401(k), 403(b) and 457 tax qualified retirement plans, remain unchanged from 2015 levels because increases in the cost-of-living index did not meet statutory thresholds that would trigger their adjustment.

Client Alert | October 21, 2015

Proposed IRS Regulations Target Management Fee Waivers and Other Partnership Interests Received for Services

​On July 22, 2015, the United States Treasury Department (the "Treasury Department") and the United States Internal Revenue Service (the "IRS") released proposed regulations under Section 707(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), regarding the treatment of certain issuances of partnership interests in exchange for services rendered.  The IRS also announced changes to prior Revenue Procedures effective upon finalization of the proposed regulations, as well as its view of the current non-applicability of such Revenue Procedures to certain fee waiver arrangements.

Article | July 28, 2015

Webcast: Pension Tension: The Treatment of Underfunded Pensions In and Out of Bankruptcy

​For many troubled companies, defined benefit pension plan liabilities are unaffordable. The single-employer plan fund of the Pension Benefit Guaranty Corporation (PBGC), which provides guaranteed benefits to participants in terminated plans, has a deficit in excess of $27 billion, and U.S.

Webcasts | April 30, 2015

U.S. Internal Revenue Service Releases Final Section 162(m) Regulations; Primary Impact Is on Equity Awards Granted by Newly Public Corporations

Earlier today, the Internal Revenue Service published in the Federal Register final regulations under Section 162(m) of the Internal Revenue Code (the "Code").  Code Section 162(m) limits the ability of public corporations to deduct compensation paid to any covered employee to the extent that such compensation exceeds $1,000,000 in any taxable year.  For purposes of this rule, a public company's "covered employees" generally include the company's named executive officers (other than the company's chief financial officer) as reported to the company's shareholders under the Securities Exchange Act of 1934.Code Section 162(m)(4)(C) provides an exception from the $1,000,000 deduction limit for "performance-based" compensation that meets the requirem

Client Alert | March 31, 2015

ECJ Decision Halts 15.5% French Social Taxes on Income from French Property of Certain EU Residents, Inviting up to Two Years of Refunds

Since 2012, France has imposed the so-called French social taxes (CSG, CRDS and prélèvement social) at a rate of 15.5% to gains and rental income derived from French real estate.

Client Alert | March 6, 2015

2014 Year-End French Law Update

The Paris office of Gibson Dunn is pleased to provide this legal and regulatory update covering France for the second semester of 2014.

Client Alert | January 23, 2015

2014 Year-End German Law Update

The past year marked the 25th anniversary of the fall of the Berlin Wall and probably the end of a European dream to continue to entertain smooth and peaceful cooperation with Russia.

Client Alert | January 9, 2015

Applicable As of November 2014, France Lists Which Charges May No Longer Be Imposed by Lessors to Lessees under French Commercial Leases

The Pinel Law (Law No. 2014-626 of June 18, 2014) makes mandatory to include within commercial lease agreements a specific inventory regarding taxes, fees, royalties and charges, as well as to clearly determine their allocation between the Lessor and the Lessee, thus putting an end to the contractual freedom of former commercial leases (New Article L.

Client Alert | November 12, 2014

Qualified Plan Limitations Updated for 2015

The IRS recently released the inflation-adjusted limitations applicable to tax-qualified retirement plans for 2015.  As in 2014, several of these limits are again increasing, including the elective deferral and catch-up contribution limits for employees who participate in 401(k), 403(b) and 457 tax qualified retirement plans.  In addition to the impact of these limitations on tax-qualified retirement plans, the compensation limit under Section 401(a)(17) of the Internal Revenue Code also affects the amount of severance pay that may be excludable from coverage under Section 409A of the Code in certain circumstances.  The key 2015 limits are as follows: Limitation2015 Limit402(g) Limit on Employee Elective Deferrals (Note:  This is relevant for "401(k)

Client Alert | November 5, 2014

Recent Court Decision Upholds Los Angeles County Assessor’s New Interpretation of Documentary Transfer Tax Act

On September 22, 2014, the Second Appellate District of the California Court of Appeal issued an opinion affirming a lower court's decision to impose a California documentary transfer tax (DTT) on the transfer of interests in a legal entity that owned real property indirectly through another legal entity, concluding that a change in ownership of the legal entity that resulted in a change in ownership of the real property for property tax purposes was a taxable event under the Documentary Transfer Tax Act (DTTA).The opinion in 926 North Ardmore Ave., LLC v. County of Los Angeles describes a series of transactions involving, over time, the transfer of an apartment building by a trust (Trust) to a wholly owned limited liability company (Ardmore), a transfer by the Trust of its interest in Ard

Client Alert | October 30, 2014

Renegotiation of the France and Luxembourg Tax Treaty: Taxation of Real Estate Capital Gains Now Expanded by Way of a September 5, 2014 Amendment to the Treaty

The Luxembourg and French Ministry of Finance signed on September 5, 2014, a fourth amendment to the tax treaty between France and Luxembourg. The amendment, which has been released this morning, gives the State where real estate assets are located the right to tax capital gains on the sale of shares in real estate property companies if the real estate assets are held indirectly by individuals or enterprises of the other State.  The purpose of the amendment is to expand France’s right to tax capital gains from the indirect sale of French real estate.  Under the current treaty, capital gains from the sale of shares in a French or Luxembourg company holding French real estate are not taxable in France under the treaty, even if those share gains can also benefit fro

Client Alert | September 8, 2014

Renégociation De La Convention Fiscale France Luxembourg : Par Un 4ème Avenant, La France Se Voit Attribuer Le Droit D’imposer Les Plus-Values De Cession De Titres De Sociétés A Prépondérance Immobilière Détenant Des Immeubles En France

Les Ministres de l’Economie français et luxembourgeois ont signé un quatrième avenant à la convention fiscale entre la France et le Luxembourg le 5 Septembre 2014. En résumé, l’avenant attribue à l’Etat dans lequel les biens immobiliers sont situés le droit d’imposer les plus-values issues de la vente d’actions ou de parts sociales de sociétés à prépondérance immobilière.  Actuellement et sauf cas particulier, ces plus-values ne sont généralement pas imposables en France, tout en pouvant bénéficier sous conditions d’exonérations au Luxembourg en application du droit interne luxembourgeois.A compter de l’entrée en vigueur de l’avenant, la France aura le droit d’imposer les plus-values résultant de l’aliénation (vente, échange, apport

Client Alert | September 8, 2014

2014 Mid-Year French Law Update

While the first year of President Hollande's mandate has been focused on societal reforms (same-sex marriage, immigration, justice, reform of school timetables), his New Year's Address confirmed that the Government's efforts should concentrate on employment and growth for 2014.  Pledges to cut public spending, reduce labor costs for businesses and lower taxes have been made.The current Administration is trying to place greater emphasis on social negotiation, which has been the case notably with the "responsibility pact" for business, entered into with French employers' associations.  At the same time, faced with the duty to deal with certain controversial public debates, the French Administration has been pressed, in certain circumstances, to take urgent legislation (as

Client Alert | July 22, 2014

Real Estate and Tax Practice News – Sommer 2014 (German language)

Der Newsletter stellt Ihnen aktuelle Entscheidungen aus dem Immobilienrecht und Immobiliensteuerrecht vor und erläutert deren Auswirkungen auf die Praxis.The newsletter introduces new decisions in the Real Estate Practice and in Real Estate Tax Law and explains the practical implications.______________________________© 2014 Gibson, Dunn & Crutcher LLP Attorney Advertising: The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.

Client Alert | July 22, 2014

Webcast – Using Chapter 11 to Forge Consensual Resolutions in Cross-Border Restructurings

What do a German-based manufacturer, a Bahrain-based investment bank operating in accordance with Shari'ah law, and a chemical company based in The Netherlands have in common?

Webcasts | April 2, 2014

2013 Year-End German Law Update

Gibson Dunn lawyers provide a comprehensive review of German business law during 2013, in areas including corporate, M&A, antitrust, tax, labor and employment, real estate, IP and data protection.

Client Alert | January 15, 2014

2013 Year-End U.S. Retirement and Welfare Plan Update: Action Items for Plan Sponsors

As 2013 draws to a close, sponsors of tax qualified retirement plans and welfare benefit plans should be aware of the following plan amendments and other action items that may need to be made or taken in the next few weeks or months.  Tax Qualified Retirement PlansDiscretionary AmendmentsTax qualified retirement plans generally must adopt any discretionary plan amendments no later than the end of the plan year in which the amendment became effective (except that amendments modifying eligibility or decreasing benefits generally must be adopted before they become effective).  Thus, for a calendar year plan, all discretionary amendments implemented in 2013 (e.g., the addition of an automatic contribution arrangement, the addition of an in-plan Roth conversion feature, changes in pla

Client Alert | November 19, 2013

Qualified Plan Limitations Updated for 2014

The IRS recently released the inflation-adjusted limitations applicable to tax-qualified retirement plans for 2014.  As in 2013, several of these limits are again increasing.  In addition to the impact of these limitations on tax-qualified retirement plans, the compensation limit under section 401(a)(17) of the Internal Revenue Code also affects the amount of severance pay that may be excludable from coverage under section 409A of the Code in certain circumstances.  The key 2014 limits are as follows: Limitation2014 Limit402(g) Limit on Employee Elective Deferrals (Note:  This is relevant for "401(k)," "403(b)" and "457" plans, and for certain limited purposes under Code Section 409A.)$17,500 (unchanged)414(v) Limit on "

Client Alert | November 13, 2013

UK Consults on Its AIFM Remuneration Code

Background Article 13 of the Alternative Investment Fund Managers Directive (2011/61/EU) (the "Directive") imposes restrictions on the amount and the form of remuneration that an alternative investment fund manager ("AIFM"), within the scope of the Directive, can pay to its staff.

Client Alert | September 26, 2013

First Circuit Issues Troubling ERISA Decision for Private Equity Funds

On July 24, 2013, the First Circuit held in Sun Capital Partners III LP v. New England Teamsters & Trucking Indus. Pension Fund that a private equity fund can be jointly and severally liable in certain circumstances for pension liabilities incurred by its portfolio companies.

Client Alert | August 2, 2013

IRS Announces Six-Month Extension to Implementation of Certain FATCA Provisions

The Hiring Incentives to Restore Employment Act (the "HIRE Act"), enacted in 2010, contained provisions commonly referred to as "FATCA" that are intended to reduce the evasion of U.S.

Client Alert | July 31, 2013

Germany Adopts Capital Investment Act (KAGB) to Implement the European AIFM Directive

The deadline for the implementation of the European Union Directive 2011/61/EU on Alternative Investment Fund Managers ("AIFMD") into German law expires on July 22, 2013.

Client Alert | July 22, 2013

Supreme Court’s Defense of Marriage Act Decision Will Have Profound Impact on Employee Benefit Plans

On June 26, 2013, the Supreme Court ruled section 3 of the Defense of Marriage Act unconstitutional in United States v. Windsor.  This has a number of important implications for employee benefit plans that cover participants who have same-sex spouses.

Client Alert | July 12, 2013

Through the Looking Glass: The Disclosure of Ultimate Ownership and the G8 Action Plan

At the recently concluded G8 Summit at Lough Erne, Northern Ireland, leaders of the G8 economies agreed new measures to clamp down on money-laundering, tax evasion and tax avoidance, including the G8 Action Plan to prevent the misuse of companies and legal arrangements (the "Action Plan").The Action PlanThe agreed Action Plan sets out eight core principles designed to ensure the integrity of beneficial ownership and basic company information and the timely access to that information by law enforcement and tax authorities.

Client Alert | June 20, 2013

Obama Administration’s Fiscal Year 2014 Revenue Proposal Would Facilitate Investment in U.S. Real Property by Foreign Pension Funds

On April 10, 2013, the Obama Administration released the General Explanations of the Administration's Fiscal Year 2014 Revenue Proposals, commonly known as the "Green Book," including various proposals relating to taxation.  One such proposal would facilitate investment by foreign pension funds in U.S.

Client Alert | May 22, 2013

Global Legal Insights – Corporate Tax: USA

New York partner Jeffrey Trinklein and associate Kathryn Kelly are the authors of the USA chapter [PDF] that appeared in the first edition of Global Legal Insights – Corporate Tax; published by Global Legal Group Ltd, London in May 2013.

Client Alert | May 13, 2013

United States Sentencing Commission Adopts Greater Penalties for Fraud Offenses and Fixes Anomaly in Sentences for Tax Crimes

On April 10, 2013, the United States Sentencing Commission promulgated its annual amendments to the federal sentencing guidelines.  Reacting to congressional directives, the Commission voted to increase penalties for (1) theft and fraud involving pre-retail medical products, (2) trafficking in counterfeit drugs and military equipment, and (3) foreign dissemination of stolen trade secrets.  The Commission also made an important change that will reduce sentences for tax offenses.  A current rule in several federal circuits frequently causes "tax loss" to be overstated for sentencing purposes because it directs courts to look solely at the amount of undeclared income to determine the tax impact of an offense.  The amendment will require courts also

Client Alert | April 23, 2013

IRS Issues Detailed Final Regulations Under the FATCA Provisions of the HIRE Act

The Hiring Incentives to Restore Employment Act (the HIRE Act), enacted in 2010, contained provisions commonly referred to as FATCA that are intended to reduce the evasion of U.S.

Client Alert | January 22, 2013

France Takes Aim at Expats in Switzerland

Paris partner Jérôme Delaurière is the author of “France Takes Aim at Expats in Switzerland” [PDF] published in Tax Notes International on January 21, 2013.

Client Alert | January 21, 2013

Expatriation vers la Suisse: la France durcit le ton

Paris partner Jérôme Delaurière is the author of “Expatriation vers la Suisse: la France durcit le ton” [PDF] published in the January 14, 2013 issue of Option Finance.

Client Alert | January 14, 2013

Swiss Residents Taxed on a Lump Sum: France Hardens Its Tone

As of January 1, 2013, the Swiss residents taxed on a lump sum basis ("forfait regime") will no longer benefit from the provisions of the tax treaty between France and Switzerland.

Client Alert | January 8, 2013

Tax Planning: Accelerating Employee Compensation into 2012

Effective on January 1, 2013, the tax cuts enacted by the Bush Administration and extended in December 2010 will automatically end, and tax rates will revert to their pre-2001 levels.

Client Alert | November 19, 2012

Qualified Plan Limitations Updated for 2013

The IRS recently released the inflation-adjusted limitations applicable to tax-qualified retirement plans for 2013. As in 2012, many of these limits are again increasing.

Client Alert | October 29, 2012

U.S. Agencies Release Guidance on Shared Responsibility Employer Penalties and Waiting Period Limitations under the Affordable Care Act

Recently, the Internal Revenue Service released two notices, Notice 2012-58 and Notice 2012-59, regarding the employer shared-responsibility penalties and the 90-day waiting period limitation of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the "Act").

Client Alert | October 25, 2012

December 31, 2012 Deadline for Amending Certain Severance and Other Arrangements for Section 409A Compliance

Employers Should Review Plans and Agreements in Which Payment is Conditioned Upon Signing a Release or Agreement to Comply with Restrictive Covenants

Client Alert | September 14, 2012

IRS Releases Final Regulations on Deductions for Personal Use of Business Aircraft

Recently, the Internal Revenue Service ("IRS") published final regulations concerning the deductibility of the use of business aircraft for personal purposes.

Client Alert | September 12, 2012

European Court of Justice Permits Cross-Border Movement of National Companies into Other EU Member States by Way of Conversion of Company Form

The European Court of Justice ("ECJ") has ruled that cross-border migration by way of converting into a company format subject to the laws of a different EU member state is protected and permitted by overriding EU law even in cases where the national laws of the two countries in question do not provide for such a possibility.I.   The Decision of the ECJ in the VALE-CaseIn its judgment of July 12, 2012 (Case C-378/10, VALE Építési kft), the ECJ has answered one of the last open, fundamental questions of cross-border movement of European companies among EU member states.

Client Alert | September 7, 2012

Transportation/Student Loan Bill Includes Significant Pension Funding Relief and PBGC Premium Increases

On July 6, 2012, President Obama signed the Moving Ahead for Progress in the 21st Century Act, which primarily addresses transportation funding and student loan interest rates.  The Act also provides significant short-term pension funding relief to sponsors of defined benefit pension plans, increases Pension Benefit Guaranty Corporation (PBGC) premiums for single and multiemployer plans, and extends and liberalizes the ability to use assets from certain overfunded pension plans to provide retiree welfare benefits.Pension Funding ReliefIn general, ERISA and the Internal Revenue Code require minimum annual pension contributions in an amount equal to the sum of the "normal cost" of the plan for the year (i.e., the benefit accruals for the year) plus an amount necessary to amort

Client Alert | July 9, 2012

Texas Business Taxpayer Amnesty Program Approaching

Texas Comptroller Susan Combs recently announced a two-month "fresh start" amnesty period, during which Texas businesses may file past due reports and pay certain delinquent state and local taxes or fees without paying penalties or interest.

Client Alert | May 3, 2012

UK Government Targets Foreign Owners of UK Residential Property

On March 21, 2012, the UK Government expressed its intention to ensure that individuals and companies pay a "fair share" of tax on residential property transactions and to tackle avoidance by (a) increasing Stamp Duty Land Tax, (b) proposing an annual fee for the right to own residential property through certain entities, and (c) extending capital gains taxes to the sale of residential property owned by certain entities.  Once the shape of proposed legislation becomes more clear, affected clients will be strongly recommended to consider restructuring the ownership of their UK residential property.The following package of measures was announced by the Government in their 2012 Budget:  1.   Stamp Duty Land Tax (SDLT) -- new 7% rate on homes over £2 million

Client Alert | March 30, 2012

IRS Proposes Detailed Regulations Under the FATCA Provisions of the HIRE Act

The Hiring Incentives to Restore Employment Act (the HIRE Act), enacted in 2010, contained provisions (now commonly referred to as FATCA) intended to reduce the evasion of U.S.

Client Alert | February 9, 2012

Renegotiation of The France-Luxembourg Tax Treaty Targets Capital Gains on French Real Estate Companies

***FOR 2014 UPDATE, please see "Renegotiation of the France and Luxembourg Tax Treaty: Taxation of Real Estate Capital Gains Now Expanded by Way of a September 5, 2014 Amendment to the Treaty" (Gibson Dunn update, September 8, 2014).   __________________________________The French tax authorities have announced their decision to renegotiate the France-Luxembourg tax treaty.

Client Alert | February 7, 2012

U.S. Tax Issues for Foreign Mobile Application Companies

Los Angeles associate Lora Cicconi is the author of "U.S. Tax Issues for Foreign Mobile Application Companies" [PDF] published in the February 6, 2012 issue of Tax Notes.

Client Alert | February 6, 2012

Transfer Tax Reform Raises Uncertainties

Paris partner Jérôme Delaurière is the author of "Transfer Tax Reform Raises Uncertainties" [PDF] published in Tax Notes International, January 30, 2012, page 343.

Client Alert | January 30, 2012

The Supreme Court of India Rules in Favor of Vodafone in a Landmark Judgment

The Supreme Court of India ("Supreme Court") on January 20, 2012 has overturned a 2010 decision of the Bombay High Court which ruled that Vodafone was liable to pay $2 billion to the Indian tax authorities because Indian capital gains taxes applied on share transfers between two non-resident entities, as long as the underlying assets transferred were within India.The case in question involved Vodafone International Holdings BV's acquisition of CGP Investments from Hutchison Telecommunication International Limited ("HTIL").  HTIL, a company incorporated in BVI, owned CGP Investments, a company incorporated in Cayman Islands, which through its Mauritius subsidiaries owned and/or controlled approximately 67% of one of India's leading mobile phone operators - Vodafone

Client Alert | January 20, 2012

French Transfer Tax Reform Immediately Applicable to Transfer of Shares of Listed and Non-Listed Companies

As from January 1st, 2012, the French Finance Act has significantly increased the transfer tax applicable to the transfer of shares of non-real estate companies.BackgroundBefore the reform, transfer tax at the rate of 3% was due on the sale of shares of French companies, with the tax capped at € 5,000 per transfer with respect to the transfer of shares in sociétés par action (i.e.

Client Alert | January 20, 2012

2011 Year-End German Law Update

While the members of the Eurozone are still struggling to find an adequate answer to the sovereign debt crisis and the stock markets are on a roller-coaster ride, the German economy is still doing remarkably well and continues to attract foreign investors from all over the world, notably China.  At the same time, German lawmakers have not remained idle and have enacted a long-expected reform of the insolvency laws to facilitate corporate restructuring and debt-equity swaps.

Client Alert | January 10, 2012

De la nouvelle réforme des règles de lutte contre la sous-capitalisation

Paris partners Jérôme Delaurière and Ariel Harroch are the authors of "De la nouvelle réforme des règles de lutte contre la sous-capitalisation" [PDF] published on January 9, 2012 in La Lettre Capital Finance, issue 1044, page 12 (www.capitalfinance.eu).

Client Alert | January 9, 2012

News Analysis: New Criteria Relevant to French Thin Cap Rules

Paris partner Jérôme Delaurière is the author of "News Analysis: New Criteria Relevant to French Thin Cap Rules" [PDF] published in Tax Notes International, January 2, 2012, page 25.

Client Alert | January 2, 2012

French Thin Cap Reform — As of January 1, 2012, French Holding Companies Will Have to Demonstrate That Their Decisions Are Made in France

According to a reform applicable as of January 1, 2012, the right to deduct interest due with respect to the purchase of shares in French target companies will be denied, unless the French acquiring company demonstrates -- by any means -- that (i) the decisions relating to such shares and (ii) the control over the target companies are effectively made by it or by a related party established in France.For the purpose of this reform, a related party can be a controlling company or an entity controlled by or under common control with the acquiring company.  This new rule targets the purchase of shareholdings that are eligible for the French long-term participation exemption regime, i.e.

Client Alert | December 22, 2011

IRS Proposes Regulations to Ease Tax Burdens on Government Investment Funds

On November 3, 2011, the IRS published new proposed Treasury Regulations providing guidance relating to the taxation of income of foreign governments from investments in the United States under Section 892 of the Internal Revenue Code of 1986, as amended (the "Code").  The proposals update regulations that were first issued in 1988, and are welcome additions to an area of U.S.

Client Alert | November 4, 2011

Qualified Plan Limitations Updated for 2012

On October 20, 2011, the IRS released the inflation-adjusted limitations applicable to tax-qualified retirement plans for 2012.  Unlike for 2011, most of the limits are increasing.  In addition to the impact of these limitations on tax-qualified retirement plans, the compensation limit under section 401(a)(17) of the Internal Revenue Code also affects the amount of severance pay that may be excludable from coverage under section 409A of the Code in certain circumstances.

Client Alert | October 20, 2011

Federal Agencies Propose Comprehensive Volcker Rule Implementation

On Tuesday, October 11, 2011, the Federal Reserve Board ("Fed") and the Office of the Comptroller of the Currency ("OCC") released for public comment and the Federal Deposit Insurance Corporation (the "FDIC") met in open session and unanimously approved and released proposed rules implementing the Volcker Rule, Section 619 of the Dodd-Frank Consumer Protection Act of 2010 ("Dodd-Frank").  The Securities and Exchange Commission ("SEC") voted unanimously to approve the proposed rule on Wednesday, October 12.

Client Alert | October 12, 2011

IRS Notices Extend Date for Implementation of FATCA Provisions of the HIRE Act and Provide Additional Guidance

The Hiring Incentives to Restore Employment Act (the HIRE Act), in an effort to reduce the evasion of U.S.

Client Alert | August 9, 2011

Guaranteed Payments for Capital: Interest or Distributive Share?

Los Angeles associate Andrew Kreisberg is the author of "Guaranteed Payments for Capital: Interest or Distributive Share?" [PDF] published in the July 4, 2001 issue of Tax Analysts.

Article | July 4, 2011

News Analysis: French Tax Authorities Lose Battle on Stolen Data

Paris partner Jérôme Delaurière and associate Charlotte Prest are the authors of "News Analysis: French Tax Authorities Lose Battle on Stolen Data" published by Tax Notes International (page 176) on April 18, 2011.

Client Alert | April 18, 2011

New Law Imposes Excise Tax on U.S. Government Payments to Foreign Entities

On January 2, 2011, the United States imposed a two-percent excise tax on payments received by foreign entities for the sale of goods or services to the U.S.

Client Alert | March 30, 2011

U.S. Debt Push-Down in a French Subsidiary — The Good and the Bad

Paris partner Jérôme Delaurière is the author of "News Analysis: U.S. Debt Push-Down in a French Subsidiary -- The Good and the Bad" [PDF] published in Tax Notes International on March 9, 2011.

Client Alert | March 9, 2011

2010 Year-End German Law Update

The improvements in the German economy in 2010 have eased some of the restructuring pain, but have not prevented lawmakers from responding to certain deficiencies that are widely believed to have caused the financial crisis.

Client Alert | January 14, 2011