On May 28, 2025, in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban II”), the Tax Court held the active role of limited partners in a fund manager caused them to fail to qualify as “limited partners” for purposes of section 1402(a)(13) and, therefore, the limited

Richard M. Corn
Richard M. Corn is a partner in the Tax Department. He focuses his practice on corporate tax structuring and planning for a wide variety of transactions, including:
- mergers and acquisitions
- cross-border transactions
- joint ventures
- structured financings
- debt and equity issuances
- restructurings
-
bankruptcy-related transactions
Richard advises both U.S. and international clients, including multinational financial institutions, private equity funds, hedge funds, asset managers and joint ventures. He has particular experience in the financial services and sports sectors. He also works with individuals and tax-exempt and not-for-profit organizations on their tax matters.
Richard began his career as a clerk for the U.S. Court of Appeals for the Fourth Circuit Judge J. Michael Luttig and then went on to clerk at the U.S. Supreme Court for Associate Justice Clarence Thomas. Prior to joining Proskauer, he most recently practiced at Sullivan & Cromwell as well as Wachtell, Lipton, Rosen and Katz.
One Big Beautiful Bill: Update on Provisions for Nonprofits
On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (H.R. 1, hereafter the “Revised House Bill”). The Revised House Draft Bill contains certain changes to the original bill that was released on May 12, 2025 by the House Ways and Means Committee (the “Original House Draft…
One Big Beautiful Bill Passed by the House
On Thursday May 22, the House of Representatives passed the One Big Beautiful Bill Act (H.R. 1, hereafter the “Bill”). The Bill will now be considered by the U.S. Senate.
The following is a summary of some of the key provisions that have been changed from the version…
One Big Beautiful Bill: Update on Provisions for Sports Industry
Update (6/18/2025): On June 16, 2025, the Senate released its revised draft of the tax legislation (the “Senate Draft Bill”). Neither of the two proposed changes that would have been particularly relevant for the sports industry, as described in our previous blog post (shown below), was included in…
The One Big Beautiful Bill: Tax Reform 2025
On May 18, 2025, the House Budget Committee approved the legislation entitled, “The One, Big, Beautiful Bill” (the “House Bill”). The bill is expected to be revised by the House Rules Committee before being sent to the House floor for a vote.
The House Bill extends…
The One Big Beautiful Bill: Relevant Provisions for Nonprofits
- Nonprofits would be required to pay tax on
The One Big Beautiful Bill: Relevant Provisions for Sports Industry
- The House Draft Bill would limit the amortization of a professional sports franchise and related
IRS and Treasury Announce Withdrawal of Related Party Basis Shifting Regulations
On April 17, 2025, the U.S. Internal Revenue Service (the “IRS”) issued Notice 2025-23 (the “Notice”), announcing its intention to withdraw the recently released final regulations final regulationsthat classify certain partnership related party basis shifting transactions and substantially similar transactions as “transactions of interest”. The Notice provides taxpayers and their…
Final Regulations Issued for Certain Partnership Related Party Basis Adjustment Transactions
Introduction
On January 10, 2025, the Treasury Department and the U.S. Internal Revenue Service (the “IRS”) released final regulations (the “regulations”) classifying certain partnership related party basis adjustment transactions and substantially similar transactions as transactions of interest, a type of reportable transaction, which requires disclosure for the taxpayer and its…
Final Regulations Issued on Allocation of Partnership Liabilities Under Section 752
Introduction
On December 2, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) published final regulations (the “Final Regulations”) on section 752[1] regarding the allocation of partnership recourse liabilities in situations in which multiple partners and related parties bear part or all of…