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.
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On May 2, 2023, the Department of the Treasury and Internal Revenue Service (“IRS”) issued proposed Treasury Regulations (REG-124064-19) that would, in certain cases, terminate the application of Section 367(d)[1] when intangible property is repatriated back to the United States. The proposed Regulations represent a taxpayer-favorable position for taxpayers that have considered repatriating intangible property … Continue Reading
On December 28, 2022, the Internal Revenue Service (the “IRS”) and the Treasury Department released proposed regulations (the “Proposed Regulations”) under sections 892 and 897 of the Internal Revenue Code (the “Code”).[1] If finalized as proposed, the Proposed Regulations would prevent a non-U.S. person from investing through a wholly-owned U.S. corporation in order to cause … Continue Reading
Tax-exempt organizations, while not generally subject to tax, are subject to tax on their “unrelated business taxable income” (“UBTI”). One category of UBTI is debt-financed income; that is, a tax-exempt organization that borrows money directly or through a partnership and uses that money to make an investment is generally subject to tax on a portion … Continue Reading
On March 28, 2022, the Biden Administration released the Fiscal Year 2023 Budget, and the “General Explanations of the Administration’s Fiscal Year 2023 Revenue Proposals,” which is commonly referred to as the “Green Book.” The Green Book summarizes the Administration’s tax proposals contained in the Budget. The Green Book is not a proposed legislation and each … Continue Reading
On March 28, 2022, the Biden Administration proposed changes to the taxation of real property. Restrict Deferral of Gain for Like-Kind Exchanges under Section 1031 The Biden Administration has proposed to limit the gain that can be deferred under a like-kind exchange of real estate under section 1031 to $500,000/year for individual taxpayers (or $1 million/year … Continue Reading
On June 24, 2020, the Internal Revenue Service (the “IRS”) and the U.S. Department of Treasury (“Treasury”) issued final regulations (the “Final Regulations”) on the application of the “passthrough deduction” under Section 199A[1] to regulated investment companies (“RICs”) that receive dividends from real estate investment trusts (“REITs”). The Final Regulations broadly allow a “conduit” approach, … Continue Reading
On September 10, 2019, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued proposed regulations (the “Proposed Regulations”) on calculation of built-in gains and losses under Section 382(h) of the Internal Revenue Code of 1986, as amended.[1] In general, the Proposed Regulations replace the existing guidance on the calculation … Continue Reading
On June 21, 2019, the United States Supreme Court decided North Carolina Dept. of Revenue v. Kimberly Rice Kaestner 1992 Family Trust (hereinafter, “Kaestner”).[1] In a unanimous opinion delivered by Justice Sotomayor, the Court held that under the Fourteenth Amendment’s Due Process Clause,[2] a state may not tax trust income based solely on the in-state residency … Continue Reading
Implements 2018 Proposed Regulations, ending most limitations on investments in U.S. property, as well as pledges and guarantees by CFCs wholly-owned by U.S. corporations – also provides PTI guidance for CFC shareholders. EXECUTIVE SUMMARY In anticipated and important guidance, the U.S. tax authorities have issued final regulations under I.R.C. Section 956 (the “New 956 Regulations”).[1] The New … Continue Reading
Introduction On April 17, 2019, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued a second set of proposed regulations (the “Proposed Regulations”) under section 1400Z-2 of the Internal Revenue Code (the “Code”) regarding the qualified opportunity zone program, which was enacted as part of the law commonly … Continue Reading
On April 11, 2019, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2019-18, creating a safe harbor that allows professional sports teams to treat trades of personnel contracts (including contracts for players, coaches and managers) and draft picks as having a zero value for determining gain or loss recognized for federal income tax purposes … Continue Reading
I. Introduction. On March 4, 2019, the Internal Revenue Service (the “IRS”) and the Department of the Treasury (the “Treasury”) released proposed regulations (the “Proposed Regulations”) regarding the deduction for “foreign-derived intangible income” (“FDII”) under section 250 of the Internal Revenue Code.[1] Section 250 was enacted in 2017 as part of the tax reform act.[2] … Continue Reading
On January 18, 2019, the U.S. Department of Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) released final regulations (the “Final Regulations”) regarding the “passthrough deduction” for qualified trade or business income under section 199A of the Internal Revenue Code.[1] The Final Regulations modify proposed regulations (the “Proposed Regulations”) that were released in August … Continue Reading
On January 18, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury issued final regulations (the “Final Regulations”) on the “pass through” deduction under section 199A[1] of the Internal Revenue Code (the “Code”). Very generally, section 199A provides individuals with a deduction of up to 20% of income from a domestic “trade … Continue Reading
On November 26, 2018, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued proposed regulations (the “Proposed Regulations”) under section 163(j) of the Internal Revenue Code (the “Code”).[1] Section 163(j) limits the deductibility of net business interest expense to 30% of “adjusted taxable income” plus “floor plan financing … Continue Reading
In a landmark decision changing course on decades of precedent, the United States Supreme Court decided on June 21, 2018 South Dakota v. Wayfair, Inc., et al. Justice Kennedy, writing for the Court’s 5-4 majority, expressly overruled the physical presence rule established over fifty years ago in Bellas Hess[1] and affirmed over twenty-five years ago … Continue Reading
This post outlines at a high-level certain provisions under the recently enacted 2017 tax legislation (Pub. L. 115-97, the “Tax Act”) that may affect M&A Transactions. Some of these rules are very complex, particularly in cross-border transactions, and this post describes them in general terms without all of their fine details. The discussion of foreign … Continue Reading
On Friday, December 15, the U.S. House of Representative and Senate conferees reached agreement on the Tax Cuts and Jobs Act (H.R. 1) (the “Final Bill”), and released legislative text, an explanation, and the Joint Committee on Taxation estimated budget effects (commonly referred to as the “score”). Next week the House and Senate are each … Continue Reading
In the early hours of Saturday morning, the U.S. Senate passed the Tax Cuts and Jobs Act (H.R. 1) (the “Senate bill”), just over two weeks after the U.S. House of Representatives passed its own version of the same legislation (the “House bill”). Members of the House and Senate will next convene in conference to … Continue Reading
Yesterday afternoon, the House of Representatives passed the Tax Cuts and Jobs Act (H.R. 1) (the “House bill”). The House bill is identical to the draft bill approved by the House Ways and Means Committee on November 10. Late last night the Senate Finance Committee approved its own conceptual version of the Tax Cuts and … Continue Reading
On May 3, the Internal Revenue Service (the IRS) issued Revenue Ruling 2017-09 (the “Ruling”), which helpfully clarifies that the separate steps of a typical “north-south” spinoff transaction will be respected, and announced that it would once again issue private letter rulings on north-south transactions.… Continue Reading
Yesterday the Trump Administration announced the outline of its tax reform proposal. The proposal combines elements of President Trump’s original tax reform proposal announced during the campaign and of the House Republicans’ tax reform proposal (which is sometimes referred to as the “Blueprint”).… Continue Reading
Last week, in McKelvey v. Commissioner¸[1] the U.S. Tax Court held that the extension of a typical variable prepaid forward contract (“VPFC”) did not give rise to a taxable exchange to the obligor because a VPFC is solely an obligation, and not property, within the meaning of section 1001 of the Internal Revenue Code. The … Continue Reading
The U.S. Internal Revenue Service (IRS) and the Department of the Treasury (“Treasury”) have published proposed regulations that would modify the device and active trade or business requirements for tax-free spin-offs under section 355 of the Code in three important respects. First, the proposed regulations clarify the “device” test and its relationship to the “business … Continue Reading
Proposed Regulations Issued for Repatriations of Intangible Property under Section 367(d)
By Richard M. Corn, Martin T. Hamilton, Amanda H. Nussbaum and Tyler J. Moser on Posted in Tax Policy, U.S. Legislation
New Proposed Regulations Would Impact the Determination of Domestically Controlled REIT and Structures for Sovereign Wealth Funds’ US Real Estate Investments
U.S. District Court Finds Mayo Clinic Qualifies as an “Educational Organization”; Awards $11.5M UBTI Refund
By Richard M. Corn, Amanda H. Nussbaum, David S. Miller, Stuart Rosow and Carrie Slaton on Posted in Exempt Organizations, IRS, Tax, UBTI
Summary of the Biden Administration’s Fiscal Year 2023 Green Book Tax Proposals
The Biden Administration Proposes Changes to the Taxation of Real Property
“Passthrough Deduction” Regulations for RICs Finalized with No Major Changes
By Stuart Rosow, Martine Seiden Agatston, Malcolm Hochenberg, Martin T. Hamilton, Christine N. Younger, Amanda H. Nussbaum and Richard M. Corn on Posted in IRS, REITs, RIC (BDCs), Section 199A, Tax Cuts and Jobs Act
Proposed Regulations on Built-in Gains and Losses under Section 382(h)
By Richard M. Corn, Muhyung (Aaron) Lee, Alan Parnes and Martin T. Hamilton on Posted in Corporate Taxation, IRS, Mergers & Acquisitions, Restructuring
State Tax on Trust Income Based Solely on In-State Residence of Beneficiaries Found Unconstitutional
By Richard M. Corn, Christine N. Younger, David S. Miller, Mitchell Gaswirth and Stuart Rosow on Posted in In the news, IRS, Notable Decisions, State Taxation
Final IRS Regulations Sync Section 956 with TCJA Participation Exemption – Limits “Deemed Dividends” for U.S. Corporate Shareholders of CFCs
The Second Set of Proposed Opportunity Zone Regulations
By Jean Bertrand, Sean Webb, Stuart Rosow, Sejin Park, Scott S. Jones, Mary B. Kuusisto, Malcolm Hochenberg, Martin T. Hamilton, Jamiel E. Poindexter, Jeremy Naylor, Ira G. Bogner, David S. Miller, Alan Parnes, Amanda H. Nussbaum, Arnold P. May and Richard M. Corn on Posted in IRS, Opportunity Zones, Tax Cuts and Jobs Act, Tax Reform
Players, Staff and Draft Picks May be Traded Tax-Free Under New Safe Harbor
By Richard M. Corn, Amanda H. Nussbaum, Alan Parnes, Christine N. Younger, Jon Oram and Malcolm Hochenberg on Posted in IRS, Tax Cuts and Jobs Act, Tax Reform
Proposed FDII Regulations under Section 250
By Elizabeth Johnston Wytock, Sean Webb, Stuart Rosow, Scott S. Jones, Mary B. Kuusisto, Malcolm Hochenberg, Michael Fernhoff, Martin T. Hamilton, Jamiel E. Poindexter, Jeremy Naylor, David S. Miller, Alan Parnes, Amanda H. Nussbaum, Arnold P. May and Richard M. Corn on Posted in GILTI, International Taxation, IRS, Tax Cuts and Jobs Act, Tax Reform
“Passthrough Deduction” Regulations Finalized
By David S. Miller, Jo Habenicht, Stuart Rosow, Scott S. Jones, Mary B. Kuusisto, Malcolm Hochenberg, Mitchell Gaswirth, Michael Fernhoff, Martin T. Hamilton, Jamiel E. Poindexter, Jeremy Naylor, Alan Parnes, Amanda H. Nussbaum, Arnold P. May and Richard M. Corn on Posted in IRS, Partnership Taxation, RIC (BDCs), Tax Cuts and Jobs Act, Tax Reform, U.S. Legislation
Proposed Rental Business Safe Harbor under Section 199A
By Richard M. Corn, Amanda H. Nussbaum, David S. Miller, Elizabeth Johnston Wytock, Michael Fernhoff, Stuart Rosow and Timothy Donovan on Posted in IRS, Real Estate, Tax Cuts and Jobs Act, Tax Reform
U.S. Tax Reform: IRS Proposes Interest Deduction Limitation Regulations
By Mani Kakkar, Richard M. Corn, Annie Kim, Amanda H. Nussbaum, David S. Miller, Martin T. Hamilton, Sejin Park and Sean Webb on Posted in Corporate tax, financial products, International Taxation, IRS, Partnership Taxation, Tax Cuts and Jobs Act, Tax Reform, U.S. Legislation
Digital Economy: Supreme Court Overturns Physical Presence Requirement for State Sales Tax
By Richard M. Corn, Annie Kim, Martin T. Hamilton and Michael Fernhoff on Posted in In the news
Impact of Recent Tax Legislation on M&A Transactions
By Martine Seiden Agatston, Malcolm Hochenberg, Martin T. Hamilton, Kathleen R Semanski, Amy Zelcer, Alan Parnes, Amanda H. Nussbaum, Abraham Gutwein and Richard M. Corn on Posted in Corporate Taxation, Cost Recovery, In the news, International Taxation, Mergers & Acquisitions, Partnership Taxation, Tax Reform
House of Representatives and Senate Conferees Reach Agreement on the Tax Cuts and Jobs Act (H.R. 1): Description of the Conference Agreement and Differences from House and Senate Versions
U.S. Senate Passes Its Version of the Tax Cuts and Jobs Act (H.R. 1); Descriptions of the Bills Passed in the House and Senate and Outstanding Differences to be Resolved in Conference
By Richard M. Corn, David S. Miller, Kathleen R Semanski, Martin T. Hamilton and Steven Einhorn on Posted in Corporate Taxation, Executive Compensation, International Taxation, Inversions, Partnership Taxation, Performance-Based Compensation, Real Estate, Tax Cuts and Jobs Act, Tax Reform, U.S. Legislation
House of Representatives Passes the Tax Cuts and Jobs Act (H.R. 1); Senate Finance Committee Approves Modified Version; Comparison of the Bill Passed by the House and the Modified Senate Bill
By Steven Einhorn, Martin T. Hamilton, Kathleen R Semanski, David S. Miller and Richard M. Corn on Posted in Base Erosion and Profit Shifting, Employee Benefits, Executive Compensation, financial products, International Taxation, Partnership Taxation, Performance-Based Compensation, Real Estate, Tax Cuts and Jobs Act, Tax Reform, U.S. Inbound Real Estate Investment, U.S. Legislation
IRS Issues Guidance on “North-South” Transactions
By Richard M. Corn, Bowon Koh and David S. Miller on Posted in Section 355
Trump Administration Announces Outline of Its Tax Proposal
By Richard M. Corn, David S. Miller and Martin T. Hamilton on Posted in Tax Reform
Tax Court Rules that Extensions of Variable Prepaid Forward Contracts Do Not Result in Taxable Exchanges
By Richard M. Corn, David S. Miller, Janicelynn Asamoto Park and Martin T. Hamilton on Posted in financial products, Notable Decisions
Proposed Regulations Under Section 355 Clarify Device and Active Trade or Business Requirements for Spin-offs
By Richard M. Corn and Janicelynn Asamoto Park on Posted in IRS, Section 355
