David S. Miller
Partner
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 theNew 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.
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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
Introduction On October 31, 2018, the U.S. Treasury Department (“Treasury”) and the Internal Revenue Service (the “IRS”) proposed new regulations (the “Proposed Regulations”)[1] that are likely to allow many controlled foreign corporations (“CFCs”)[2] of U.S. multi-national borrowers to guarantee the debt of their parents and to allow the U.S. parent to pledge more than 66 … Continue Reading
The Tax Cuts and Jobs Act enacted section 1400Z-2 of the Internal Revenue Code, which created the qualified opportunity zone program. The program is designed to encourage investment in distressed communities designated as “qualified opportunity zones” by providing tax incentives to invest in “qualified opportunity funds” (“opportunity funds”) that, in turn, invest directly or indirectly … Continue Reading
On Friday December 22, 2017, the President signed into law H.R.1, commonly referred to as the Tax Cuts and Jobs Act (TCJA). This is the most sweeping change to the US federal income tax laws in over three decades, and it will affect every US taxpayer, including participants in the capital markets. The purpose of … Continue Reading
The IRS announced yesterday, in IR 2017-210 (the “Advisory”), that state property taxes must be “assessed” in 2017 in order for such taxes to be prepaid in calendar year 2017 and therefore deductible in 2017. The Advisory says that state or local law determines whether and when a property tax is “assessed,” but the Advisory … Continue Reading
In a radio segment on Marketplace, partner David Miller comments on tax reform and the impact of the new $10,000 cap on the state income, property and sales tax that individuals can deduct. The segment also explores the loopholes and workarounds that states could implement to allow their residents to avoid this cap. To listen … 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
The tax reform bills introduced in the House of Representatives and the Senate dramatically reduce the corporate tax rate from 35% to 20% and create added incentives for taxpayers to invest capital into U.S. businesses with expanded expensing and reduced flow-through rates. But the bills were drafted quickly, Congress is rushing to get them passed … Continue Reading
Today, the Republicans in the U.S. House of Representatives released their long-anticipated tax reform bill, entitled the “Tax Cuts and Jobs Act”. While there have been multiple statements from the Republican majority in the House that swift action is expected on this bill, the text proposed today all but certainly will be extensively revised in … Continue Reading
Yesterday, the Trump Administration, the House Committee on Ways and Means, and the Senate Finance Committee proposed a “unified framework” for tax reform. The members of the working group are House Speaker Paul Ryan (R-WI), Senate Finance Chairman Orrin Hatch (R-UT), Senate Majority Leader Mitch McConnell (R-TN), House Ways and Means Chairman Kevin Brady (R-TX), … 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
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 … Continue Reading
It was widely reported that on the June 5 episode of the HBO program, Last Week Tonight, John Oliver forgave nearly $15 million of medical debt. That’s not quite right. This blog explains what really happened and why the forgiveness did not cause the debtors to recognize “cancellation of debt income” (“COD”) for federal income … Continue Reading
U.S. Tax Reform: IRS Proposes Interest Deduction Limitation Regulations
Impact of Proposed Regulations under Section 956 on Lending Arrangements Involving U.S. Corporate Borrowers
By Martin T. Hamilton, Annie Kim, David S. Miller, Xiaoyang Ma and Kathleen R Semanski on Posted in Corporate Taxation, International Taxation, IRS
Summary of the Opportunity Zone Program
New Tax Law (H.R. 1): Key Highlights Related to Interest Bearing Debt
IRS Issues Taxpayer Advisory on Prepayment of 2018 Property Taxes
By Stuart Rosow, David S. Miller and Martin T. Hamilton on Posted in In the news, IRS, Tax Cuts and Jobs Act, Tax Reform, Uncategorized
Tax Reform: Impact at the State Level
By David S. Miller on Posted in Tax Cuts and Jobs Act, 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 David S. Miller, Richard M. Corn, Steven Einhorn, Martin T. Hamilton and Kathleen R Semanski 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 David S. Miller, Richard M. Corn, Martin T. Hamilton, Kathleen R Semanski and Steven Einhorn 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
Tax Planning Under the Tax Cuts and Jobs Act: Flow-Throughs Are the Answer to Everything
By David S. Miller on Posted in Tax Cuts and Jobs Act, Tax Reform, U.S. Legislation
The Tax Cuts and Jobs Act
By David S. Miller and Martin T. Hamilton on Posted in Tax Cuts and Jobs Act, Tax Reform, U.S. Legislation
Some Quick Thoughts on the “Big Six” Unified Framework
By David S. Miller on Posted in Tax Reform
IRS Issues Guidance on “North-South” Transactions
By Richard M. Corn, David S. Miller and Bowon Koh on Posted in Section 355
Trump Administration Announces Outline of Its Tax Proposal
By David S. Miller, Martin T. Hamilton and Richard M. Corn on Posted in Tax Reform
Tax Court Rules that Extensions of Variable Prepaid Forward Contracts Do Not Result in Taxable Exchanges
By David S. Miller, Richard M. Corn, Martin T. Hamilton and Janicelynn Asamoto Park on Posted in financial products, Notable Decisions
Final and Temporary Debt-Equity Regulations Issued by the IRS
By David S. Miller and Janicelynn Asamoto Park on Posted in IRS
The Tax Consequences of John Oliver’s $15 Million Medical Debt Forgiveness
By David S. Miller on Posted in IRS, Proskauer Tax Department Announcements, Uncategorized
