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 December 27, 2022, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) released Notice 2023-2 (the “Notice”), which provides guidance regarding the application of the 1% excise tax on corporate stock buybacks under recently enacted section 4501 (the “Tax”).[1] Taxpayers may rely on the Notice until proposed regulations are … 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 August 16, 2022 President Biden signed the Inflation Reduction Act of 2022 (the “IRA”) into law. The IRA includes a 15% corporate alternative minimum tax, a 1% excise tax on stock buybacks and a two-year extension of the excess business loss limitation rules. The IRA also contains a number of energy tax provisions. I. … Continue Reading
On August 7, the Senate passed the Inflation Reduction Act of 2022 (the “IRA”). The tax provisions in the bill that was passed vary from the bill that was originally released on July 27, 2022 by Senator Joe Manchin (D-W.Va.) and Senate Majority Leader Chuck Schumer (D-NY) in four significant respects: The carried interest proposal … Continue Reading
On August 7, the Senate passed the Inflation Reduction Act of 2022 (the “IRA”). The IRA contains a significant number of climate and energy tax proposals, many of which were previously proposed in substantially similar form by the House of Representatives in November 2021 (in the “Build Back Better Act”). Extension and expansion of production … Continue Reading
On July 27, 2022, Senator Joe Manchin (D-W.Va.) and Senate Majority Leader Chuck Schumer (D-N.Y.) released the Inflation Reduction Act of 2022 (the “IRA”). The IRA contains only two non-climate and non-energy tax proposals – a 15% corporate alternative minimum tax and a provision significantly narrowing the applicability of preferential long-term capital gain rates to … 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 certain limited changes to the taxation of partnerships. In short, the Administration’s proposals would (i) prevent related partners in a partnership that has made a section 754 election from basis shifting to reduce taxable income;[1] and (ii) make two helpful changes to the partnership audit rules. I. Prevent … Continue Reading
On March 28, 2022, the Biden Administration proposed to tax “profits” or “carried” interests as ordinary income and impose self-employment tax on income and gains from these interests for certain partners in investment partnerships. The proposal is identical to the proposal made by the Administration last year. Under current law, a “carried” or “profits” interest in … 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 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
IRS and Treasury Provide Guidance on the Excise Tax on Repurchases of Corporate Stock under Section 4501
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
President Biden Signs Inflation Reduction Act into Law
Senate Democrats Reach Agreement to Pass Inflation Reduction Act
A Summary of Inflation Reduction Act’s Main Energy Tax Proposals
A Summary of Inflation Reduction Act’s Main Tax Proposals
Summary of the Biden Administration’s Fiscal Year 2023 Green Book Tax Proposals
The Biden Administration Proposes Changes to the Taxation of Partnerships
By David S. Miller, Amanda H. Nussbaum, Stuart Rosow and Rita N. Halabi on Posted in In the news, Tax, Tax Policy, Tax Reform, U.S. Legislation
The Biden Administration Re-Proposes to Tax Carried Interests as Ordinary Income
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
By David S. Miller, Muhyung (Aaron) Lee, Amanda H. Nussbaum, Stuart Rosow, Martin T. Hamilton, Tony Meyer, Jr. and Sean Webb on Posted in In the news, Partnership Taxation, Real Estate, Tax Policy, Tax Reform, U.S. Legislation
Comparison of the Biden Administration and Senate Finance Committee International Tax Proposals
By David S. Miller, Muhyung (Aaron) Lee, Martin T. Hamilton, Amanda H. Nussbaum, Stuart Rosow and Tony Meyer, Jr. on Posted in BEAT, Corporate Taxation, GILTI, In the news, International Taxation, Tax Cuts and Jobs Act, Tax Policy, Tax Reform, U.S. Legislation
The Made in America Tax Plan: The Biden Administration Outlines its Tax Reform Proposals
By David S. Miller, Muhyung (Aaron) Lee, Martin T. Hamilton, Amanda H. Nussbaum and Tony Meyer, Jr. on Posted in Corporate Taxation, GILTI, In the news, IRS, Tax Cuts and Jobs Act, Tax Policy, Tax Reform, U.S. Legislation
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
