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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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
On April 6, 2017, the Internal Revenue Service (the IRS) added three new frequently asked questions to its Foreign Account Tax Compliance Act (“FATCA”) compliance page, which is available only online.[1] These additional FAQs clarify recent temporary regulations (the “Temporary Regulations”) requiring that a beneficial owner withholding certificate contain a foreign taxpayer identification number (“TIN”) and, … Continue Reading
The U.S. Treasury Department and the Internal Revenue Service published on January 18, 2017 final regulations (the “Final Regulations”)[1] reducing from ten years to five years the recognition period for the corporate-level tax imposed on certain property dispositions by a real estate investment trust (“REIT”) or a regulated investment company (“RIC”) under Section 337(d), and … Continue Reading
The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “Convention”) was released by the Organisation for Economic Co-operation and Development (“OECD”) on November 24, 2016. The Convention is the latest in an ongoing series of releases related to the OECD/G20 Project addressing Base Erosion and Profit Shifting … Continue Reading
In the U.S. general election held on November 8, 2016, Donald J. Trump was elected to become the 45th President of the United States. Republicans also retained their majorities in both the U.S. House of Representatives and the U.S. Senate for the new Congress convening in January, meaning that Rep. Paul Ryan (R-WI) is likely … Continue Reading
The U.S. Internal Revenue Service (“IRS”) released Revenue Procedure 2016-45 (the “Revenue Procedure”) on August 26, 2016, permitting taxpayers once again to seek private letter rulings on issues of “corporate business purpose” and “device” under Section 355 of the U.S. Internal Revenue Code of 1986, as amended (dealing with tax-free spin-offs and related transactions). The corporate … Continue Reading
On December 21st, 2015 the IRS proposed Country-by-Country (“CbC”) reporting rules requiring certain U.S. multinational companies to provide extensive information about business operations (including their revenue, number of employees, taxes paid or withheld, etc.) that may be shared with other taxing authorities under Information Exchange Agreements. The exchange of information is reciprocal; the IRS will … Continue Reading
The Protecting Americans from Tax Hikes Act of 2015 (“PATH Act”) included a number of significant changes to the U.S. federal income tax rules related to real estate investment trusts (“REITs”) and investments by non-U.S. investors in U.S. real estate (commonly referred to as “FIRPTA”). For a detailed overview of these PATH Act changes, please … Continue Reading
Recently, in Wright v. Commissioner, the United States Court of Appeals for the Sixth Circuit has reopened the question of the application of Section 1256[1] to foreign currency options (and also, possibly, to foreign currency swaps or other, similar foreign currency derivatives). Section 1256 requires a taxpayer to treat certain types of derivative contracts held … Continue Reading
The Treasury Department and the Internal Revenue Service have issued additional guidance about so-called “inversion” transactions. Generally, an inversion transaction results where a U.S. corporation (“U.S. Target”) is acquired by a non-U.S. corporation (“Non-U.S. Acquirer”), but with the U.S. Target’s historic shareholders continuing as significant equityholders of the Non-U.S. Acquirer after closing. The U.S. federal … Continue Reading
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
IRS Updates FATCA FAQs, Addresses January Temporary Regulations
IRS Issues Final Regulations on REIT and RIC Conversion Transactions
By Martin T. Hamilton, Martine Seiden Agatston and Timothy Donovan on Posted in Real Estate, REITs
BEPS: OECD Releases Multilateral Tax Treaty Convention
Potential for Tax Reform in 2017: Insight from Proposals of the President-Elect and Congressional Republicans
By Martin T. Hamilton on Posted in International Taxation, Tax Reform
IRS Updates Ruling Policy on Corporate Business Purpose and Device Requirements under Section 355
By Martin T. Hamilton, Amanda H. Nussbaum, Stuart Rosow and Stephen Severo on Posted in IRS, Mergers & Acquisitions, Section 355
IRS Proposes Country-by-Country Reporting Regulations
By Stuart Rosow, Martin T. Hamilton and Mani Kakkar on Posted in Base Erosion and Profit Shifting, International Taxation, IRS
Real Estate Investments by Qualified Foreign Pension Funds After the PATH Act
By Martin T. Hamilton, Leslie Loffman, Amanda H. Nussbaum, Timothy Donovan, Rachel Hughes, Mani Kakkar and Gary Silber on Posted in FIRPTA, Real Estate, REITs, U.S. Inbound Real Estate Investment
Federal Appellate Court Rules that Certain Foreign Currency Options Are Subject to the Section 1256 Mark-to-Market Regime
By Richard M. Corn, Martin T. Hamilton and Mani Kakkar on Posted in financial products, Notable Decisions
IRS and Treasury Issue More Guidance on “Inversion” Transactions
By Martin T. Hamilton on Posted in Inversions, Mergers & Acquisitions
