On October 13, 2016, the Treasury Department and the Internal Revenue Service issued final and temporary regulations under section 385 of the Internal Revenue Code. The final and temporary regulations recharacterize certain debt instruments as equity for all federal income tax purposes.

The final and temporary regulations narrow considerably the scope of the proposed regulations and will principally apply to debt issued by domestic corporations to foreign corporations that are part of the domestic corporation’s “expanded group” (generally corporations related by an 80% vote or value ownership test). Please click here for our client alert, which analyzes the new final and temporary regulations and their impact on related party debt issuances.

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Photo of David S. Miller David S. Miller

David Miller is a partner in the Tax Department. David advises clients on a broad range of domestic and international corporate tax issues. His practice covers the taxation of financial instruments and derivatives, cross-border lending transactions and other financings, international and domestic mergers…

David Miller is a partner in the Tax Department. David advises clients on a broad range of domestic and international corporate tax issues. His practice covers the taxation of financial instruments and derivatives, cross-border lending transactions and other financings, international and domestic mergers and acquisitions, multinational corporate groups and partnerships, private equity and hedge funds, bankruptcy and workouts, high-net-worth individuals and families, and public charities and private foundations. He advises companies in virtually all major industries, including banking, finance, private equity, health care, life sciences, real estate, technology, consumer products, entertainment and energy.

David is strongly committed to pro bono service, and has represented more than 200 charities. In 2011, he was named as one of eight “Lawyers Who Lead by Example” by the New York Law Journal for his pro bono service. David has also been recognized for his pro bono work by The Legal Aid Society, Legal Services for New York City and New York Lawyers For The Public Interest.

Photo of Janicelynn Asamoto Park Janicelynn Asamoto Park

Janicelynn Asamoto Park is a partner in the Tax Department and a member of the Private Funds Group. She counsels fund sponsors and their investors as to the tax and economic considerations relating to forming, operating, and investing in private investment funds, co-investment…

Janicelynn Asamoto Park is a partner in the Tax Department and a member of the Private Funds Group. She counsels fund sponsors and their investors as to the tax and economic considerations relating to forming, operating, and investing in private investment funds, co-investment vehicles, and other investment partnerships across asset classes. Janicelynn also regularly advises investors and sponsors in buy-side and sell-side secondary transactions (including in connection with GP-led fund restructurings).

Her practice also includes advising on domestic and cross-border financings and investments, inbound and outbound private mergers and acquisitions, and equity-compensation arrangements.

Janicelynn currently serves on the board of Reach Out and Read of Greater New York, a not-for-profit organization that partners with physicians to promote early literacy in low-income communities.

Before joining Proskauer, Janicelynn served as a law clerk for the Honorable Denny Chin of the U.S. Court of Appeals for the Second Circuit, and was a youth development volunteer in Honduras with the U.S. Peace Corps.