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 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 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 March 28, 2022, the Biden Administration proposed certain very limited changes to the taxation of cryptocurrency transactions. The proposals do not change the current treatment of cryptocurrency as property for federal income tax purposes, and do not address any of the fundamental tax issues that cryptocurrency raise. I. Apply Securities Loan Rules to Digital … Continue Reading
Introduction and Summary On March 28, 2022, the Biden Administration proposed changes to the U.S. international tax rules. In short, the Biden Administration proposed to: Enact a 15% minimum “undertaxed profits rule” (a “UTPR”) to replace the “Base Erosion Anti-Abuse Tax” (“BEAT”), and a 15% “qualified domestic minimum top-up tax” (a “QDMTT”). These proposals are … Continue Reading
Summary and Background. On March 28, 2022, the Biden Administration proposed a 20% minimum tax on individuals who have more than $100 million in assets. The minimum tax would be based on all economic income (which the proposal refers to as “total income”), including unrealized gain. The tax would be effective for taxable years beginning … Continue Reading
Today, December 19, 2021, Senator Joe Manchin (D., W.Va.) said that he opposes the Build Back Better Act, which effectively prevents its passage. While there are no immediate prospects for the Build Back Better Act to become law, future tax acts tend to draw upon earlier proposals. With a view to future tax proposals, this … Continue Reading
On November 30, 2021, the IRS issued Revenue Procedure 2021-53, which temporarily allows publicly offered RICs and REITs to make distributions that are treated as dividends of up to 90% stock and the remainder in cash. Revenue Procedure 2020-19 closely follows the format of similar guidance issued during the 2008 financial crisis and in 2020, … Continue Reading
On May 28, 2021, the Biden Administration released the Fiscal Year 2022 Budget, and the “General Explanations of the Administration’s Fiscal Year 2022 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 … Continue Reading
On Wednesday, April 28th, the White House announced the American Families Plan, the “human capital” infrastructure proposal. The American Families Plan would spend $1.8 trillion, including $800 billion in tax cuts over ten years, offset by $1.5 billion in new taxes over the same period. This blog summarizes the tax provisions of the American Families … Continue Reading
On March 31, 2021, the Biden administration released a factsheet for the “Made in America Tax Plan”. On April 5, 2021, Senate Finance Chair Ron Wyden (D-Ore.) and Senators Sherrod Brown (D-Ohio) and Mark Warner (D-Va.) released “Overhauling International Taxation: A framework to invest in the American people by ensuring multinational corporations pay their fair … Continue Reading
On March 31, 2021, the White House released a factsheet describing the “American Jobs Plan”, a $2.3 trillion proposal for infrastructure spending that also contains certain significant tax credits, and the “Made in America Tax Plan”, a tax proposal that would generate revenue to pay for the American Jobs Plan spending. The White House estimates … Continue Reading
On January 7, 2021, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued final regulations[1] (the “Final Regulations”) providing guidance on Section 1061 of the Internal Revenue Code (the “Code”).[2] The Final Regulations modify the proposed regulations[3] (the “Proposed Regulations”) that were released in July of 2020. We … Continue Reading
This blog summarizes some of the tax proposals of President-elect Joe Biden and other prominent Democrats.… Continue Reading
On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act, 2021 (the “Act”). The Act enhances and expands certain provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (H.R. 748). This blog post summarizes the tax provisions of the Act.… Continue Reading
On November 17, 2020, the U.S. Internal Revenue Service (“IRS”) posted new FAQs providing that an acquisition of the stock or assets of a company that has received a loan under the Paycheck Protection Program (the “PPP”) generally will not cause the acquirer and members of its aggregated employer group (as defined below) to jeopardize … Continue Reading
On July 27, 2020, Senate Republicans introduced a series of bills and proposals that have been collectively referred to as the “Health, Economic Assistance, Liability Protection and Schools Act” (the “HEALS Act”).[1] The HEALS Act would enhance and expand certain provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (H.R. 748), … Continue Reading
On May 12, 2020, House Democrats introduced the Health and Economic Recovery Omnibus Emergency Solutions Act (the “HEROES Act”) (H.R. ___), a $3 trillion stimulus bill that would provide additional relief in response to the COVID-19 pandemic and resulting economic downturn. The HEROES Act would eliminate the limitation on the deduction for state and local … Continue Reading
On May 4, 2020, the IRS issued Revenue Procedure 2020-19, which temporarily allows a publicly-offered REIT or RIC to pay as much as 90% of a distribution in its own stock (rather than cash or other property) and still have the entire amount treated as a dividend for US federal income tax purposes. As a … Continue Reading
On May 6, 2020, Senators Chuck Grassley (R. Iowa) and Ron Wyden (D. Ore.), the Chair and Ranking Member of the Senate Finance Committee, introduced the Small Business Expense Protection Act of 2020 (S. ___),[1] which would reverse a recent Internal Revenue Service (“IRS”) Notice and permit deductions for expenses that relate to loan forgiveness … Continue Reading
This blog post summarizes some of the tax considerations for REITs that have arisen in light of COVID-19, the resulting economic downturn, the Coronavirus Aid, Relief, and Economic Securities (“CARES”) Act, and the Families First Coronavirus Response Act (the “FFCRA”).… Continue Reading
On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (H.R. 748). This blog post summarizes the tax provisions of the CARES Act, and has been updated to reflect subsequent guidance from the Internal Revenue Service (“IRS”) on these provisions, and the Paycheck Protection Program Flexibility … Continue Reading
On April 1, 2020, the Internal Revenue Service (“IRS”) posted on its website a series of frequently asked questions (“FAQs”) that explain the COVID-19-related tax credits available to small and midsize employers who are required to provide paid leave under the Families First Coronavirus Response Act (the “FFCRA”), which was signed into law by President … Continue Reading
On March 18, 2020, President Trump signed into law the Families First Coronavirus Response Act (“FFCRA”) (H.R. 6201), and on March 27, 2020, he signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (H.R. 748). This alert summarizes certain loan and tax-related provisions of these new laws that are most … Continue Reading
Today, March 23, 2020, for the second time the Senate defeated a procedural motion on a third stimulus bill, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) (H.R. 748). The vote was 49 in favor and 46 opposed (yesterday, the vote was 47 to 47). Sixty votes were required to advance the legislation. … Continue Reading
Today, March 18, 2020, the Senate overwhelming passed the Families First Coronavirus Response Act, previously passed by the House. President Trump is expected to sign the bill. The bill would provide refundable payroll tax credits through 2020 to employers to cover wages paid to employees while they take time off under the bill’s sick leave … Continue Reading
The Biden Administration Proposes Changes to the Taxation of Real Property
The Biden Administration Proposes Changes to the Taxation of Cryptocurrency Transactions
The Biden Administration Proposes Changes to the U.S. International Tax Rules
The Biden Administration Proposes Mark-to-Market Minimum Tax on Individuals With More than $100 Million in Assets
By David S. Miller, Amanda H. Nussbaum and Stuart Rosow on Posted in Tax Policy, Tax Reform, U.S. Legislation
Senator Manchin Announces That He Will Not Support the Build Back Better Act – Where Things Stand Now
New Guidance Allows Publicly-Offered REITs and RICs to Issue up to 90% of Qualifying Dividends in the REIT or RIC’s Own Stock Through June 2022
By Martine Seiden Agatston, Martin T. Hamilton, Talia Jaffe and David S. Miller on Posted in IRS, REITs, RIC (BDCs)
Treasury’s Green Book Provides Details on the Biden Administration’s Tax Plan
By David S. Miller, Muhyung (Aaron) Lee, Amanda H. Nussbaum and Talia Jaffe on Posted in Tax Reform
Tax Provisions of the American Families Plan
Comparison of the Biden Administration and Senate Finance Committee International Tax Proposals
The Made in America Tax Plan: The Biden Administration Outlines its Tax Reform Proposals
Section 1061 Final Regulations on the Taxation of Carried Interest
By Jeremy Naylor, Amanda H. Nussbaum, Scott S. Jones, David S. Miller, Stephen Severo, Brianna Reed and Kaitlyn L. Flynn-Rozanski on Posted in In the news, IRS
Tax Proposals of President-Elect Biden and Other Prominent Democrats
By David S. Miller, Sean Webb, Amanda H. Nussbaum and Stuart Rosow on Posted in In the news, Tax Policy, Tax Reform, U.S. Legislation
Coronavirus: President Trump Signs Consolidated Appropriations Act, 2021; Summary of the Tax Provisions
By David S. Miller, Sean Webb, Amanda H. Nussbaum and Stuart Rosow on Posted in CARES Act, Coronavirus, In the news, Tax Reform
IRS issues new FAQs on the interaction between the employee retention tax credit and PPP loans in M&A transactions
By David S. Miller, Amanda H. Nussbaum, Malcolm Hochenberg and Sean Webb on Posted in CARES Act, Coronavirus, In the news, IRS, Mergers & Acquisitions
Coronavirus: Comparing the Tax Proposals in the HEALS and HEROES Acts
By David S. Miller, Sean Webb and Muhyung (Aaron) Lee on Posted in Coronavirus, In the news, Tax Policy
Coronavirus: House Democrats Introduce the HEROES Act
By Muhyung (Aaron) Lee, Amanda H. Nussbaum, David S. Miller and Sean Webb on Posted in Coronavirus, In the news, Tax Policy
New Guidance Allows Publicly-Offered REITs and RICs to Issue up to 90% of Qualifying Dividends in the REIT or RIC’s Own Stock Through the End of the Year.
By David S. Miller, Martin T. Hamilton and Martine Seiden Agatston on Posted in Coronavirus, REITs, RIC (BDCs)
Coronavirus: Congress Introduces New COVID-19 Tax Bills
By Muhyung (Aaron) Lee, Amanda H. Nussbaum, David S. Miller, Martin T. Hamilton and Sean Webb on Posted in Coronavirus, In the news, Tax Policy
Covid-19: Tax Considerations for REITs
By David S. Miller and Martine Seiden Agatston on Posted in Coronavirus, REITs
Coronavirus: President Trump Signs the CARES Act; Summary of the Tax Provisions of the Act
IRS Issues Guidance on COVID-19-Related Tax Credits Available to Employers Under the FFCRA
By Amanda H. Nussbaum, David S. Miller, Martin T. Hamilton, Seth Safra and Sean Webb on Posted in Coronavirus, In the news, Tax Policy
The FFCRA and CARES Act: Key Provisions Affecting Nonprofit Organizations
By Amanda H. Nussbaum, Bowon Koh, David S. Miller, Jean Bertrand and Sean Webb on Posted in Coronavirus, Exempt Organizations, In the news, Tax Policy
Coronavirus: CARES Act Vote Fails in Senate; Summary of the Tax Provisions of the Bill
By Muhyung (Aaron) Lee, David S. Miller, Kathleen R Semanski and Sean Webb on Posted in Coronavirus, In the news, Tax Policy
Coronavirus: Senate Passes Emergency Coronavirus Response Bill Providing For Tax Credits for Sick and Family Leave Payments; President Trump Expected to Sign
By David S. Miller and Elizabeth Johnston Wytock on Posted in Coronavirus, In the news, Tax Policy
