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
On February 4, 2016, the U.S. Treasury Department (the "Treasury Department") and the U.S.
Client Alert | February 9, 2016
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
The U.S.
Client Alert | January 16, 2013
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
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
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
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
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
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
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
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
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 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
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
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
***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
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
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