Martin T. Hamilton
Partner
Martin T. Hamilton is a partner in the Tax Department. He primarily handles U.S. corporate, partnership and international tax matters.
Martin's practice focuses on mergers and acquisitions, cross-border investments and structured financing arrangements, as well as tax-efficient corporate financing techniques and the tax treatment of complex financial products. He has experience with public and private cross-border mergers, acquisitions, offerings and financings, and has advised both U.S. and international clients, including private equity funds, commercial and investment banks, insurance companies and multinational industrials, on the U.S. tax impact of these global transactions.
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On December 20, 2018, the Internal Revenue Service (the “IRS”) and the Department of the Treasury (the “Treasury”) released proposed “anti-hybrid” regulations (the “Proposed Regulations”) under sections 267A, 245A(e), and 1503(d) of the Internal Revenue Code.[1] Sections 267A and 245A(e) were enacted in 2017 as part of the tax reform act.[2] Very generally, these sections … Continue Reading
On December 13, 2018, the Internal Revenue Service (the “IRS”) and the Department of the Treasury (the “Treasury”) released proposed regulations (the “Proposed Regulations”) with respect to the “base erosion and anti-abuse tax” (the “BEAT”) under section 59A of the Internal Revenue Code.[1] The BEAT was enacted in 2017 as part of the tax reform … Continue Reading
On December 13, 2018, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued proposed regulations (the “Proposed Regulations”) addressing various aspects of the withholding and information reporting regime commonly referred to as “FATCA”.[1] The Proposed Regulations provide significant relief from potential withholding and compliance burdens that U.S. and non-U.S. … 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
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 September 6, the Internal Revenue Service (“IRS”) released Revenue Procedure 2018-47 (the “RIC Rev Proc”), which provides that a repatriation deemed to have been received by a registered investment company (a “RIC”) under Section 965 (enacted as part of the 2017 tax reform act, commonly known as the “Tax Cuts and Jobs Act” or … 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
On April 2, 2018, the Internal Revenue Service (“IRS”) released Notice 2018-29[1] (the “Notice”), announcing the intention of the IRS and the Department of the Treasury to issue regulations regarding the withholding requirements under Section 1446(f),[2] which was promulgated pursuant to recently enacted U.S. tax legislation, commonly referred to as the “Tax Cuts and Jobs … 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 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
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
The United States Congress has returned to Washington D.C. from the Thanksgiving holiday, and attention returns also to U.S. tax reform legislation. It remains the publicly-stated goal of the Republican leadership in the Congress to present President Trump with legislation to sign before the end of 2017. When Congress recessed, the U.S. House of Representatives … 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
Over the last several days, there have been significant developments relating to the Tax Cuts and Jobs Act, the pending tax reform legislation in Congress.[1] On Thursday, a detailed summary of the Senate Finance Committee’s proposal was released (the “Senate Markup”),[2] and the House Ways and Means Committee voted (in a 24-16, party-line vote) to … 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
In a notice of proposed rulemaking issued on October 11, 2017 (the “NPRM”), the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) proposed an amendment to existing regulations (the “Proposed Regulation”) under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”). The Proposed Regulation eliminates the requirement … Continue Reading
Today, the Wall Street Journal considers again, on its front page above the fold, the potential benefits of corporate spin-off transactions (https://www.wsj.com/articles/the-reason-investors-love-spinoffs-juicier-returns-1507681008 (subscription required)). The Journal article notes that the S&P Spin-Off Index has outperformed the S&P 500 Index by nearly 190 percentage points in the last ten years. Also discussed are the wide-ranging reasons investors favor spin-off transactions … Continue Reading
On September 21, 2017, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2017-52[1] (the “Rev. Proc.”), introducing an 18-month “pilot program” in respect of corporate “spin-off,” “split-up” and “split-off” transactions (“Spin-off Transactions”[2]). Under this pilot program, the IRS will again issue private letter rulings on the general federal income tax consequences of Spin-off Transactions … Continue Reading
On June 7, 2017, ministers and high-level officials of 68 jurisdictions convened to formally sign the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (BEPS), originally published on November 24, 2016 (the “Multilateral Instrument,” or “MLI”). The Multilateral Instrument is the product of ongoing efforts by the Organisation … 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
Proposed Anti-Hybrid Regulations under Sections 267A, 245A, and 1503(d)
The Proposed BEAT Regulations
FATCA: Significant Relief in New Proposed Regulations
By Jeremy Naylor, Amanda H. Nussbaum and Martin T. Hamilton on Posted in Compliance, International Taxation, IRS, Withholding and FATCA
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 Repatriation Tax Relief for RICs and Foreign Income Guidance for REITs
Digital Economy: Supreme Court Overturns Physical Presence Requirement for State Sales Tax
By Martin T. Hamilton, Richard M. Corn, Michael Fernhoff and Annie Kim on Posted in In the news
Tax Reform – I.R.S. Updates Withholding Tax Guidance on Sales of Partnership Interests
Impact of Recent Tax Legislation on M&A Transactions
By Alan Parnes, Amanda H. Nussbaum, Abraham Gutwein, Martin T. Hamilton, Richard M. Corn, Malcolm Hochenberg, Amy Zelcer, Martine Seiden Agatston and Kathleen R Semanski on Posted in Corporate Taxation, Cost Recovery, In the news, International Taxation, Mergers & Acquisitions, Partnership Taxation, Tax Reform
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
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
An Update on the Status of U.S. Tax Reform
By Martin T. Hamilton on Posted in In the news, 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 Reform: Focus on the Sports Industry
By Martin T. Hamilton, Amanda H. Nussbaum, Jon Oram and Amy Zelcer 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
IRS Eliminates Signatures on Section 754 Elections, Offering Tax Regulatory Reform Preview (and its Complexity?)
By Martin T. Hamilton on Posted in In the news, IRS, Partnership Taxation, Tax Reform, Uncategorized
Tax Planning is Crucial to Achieve Potential Spin-Off Benefits
By Martin T. Hamilton, Annie Kim and Stuart Rosow on Posted in In the news, IRS, Mergers & Acquisitions, Section 355, Tax Reform, Uncategorized
IRS Resumes Issuing Transactional Spin-Off Rulings
By Martin T. Hamilton, Annie Kim and Muhyung (Aaron) Lee on Posted in IRS, Mergers & Acquisitions, Section 355
BEPS Update: OECD Multilateral Instrument Signed
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
