Malcolm Hochenberg
Malcolm S. Hochenberg is a senior counsel in the Tax Department. Malcolm has a broad practice, including inbound and outbound mergers and acquisitions, capital markets transactions, financial products, cross-border investments (with some emphasis on joint ventures involving intellectual property and other businesses) and tax controversies. Malcolm represents public companies, closely-held companies, asset managers and high-net-worth individuals.
In 2013, Malcolm was the chairperson of “Under 10,” which is the New York State Bar Association Tax Section’s group for lawyers with ten years or less of practice experience. In 2014, Malcolm co-authored a report to the IRS and Treasury Department on certain “partnership built-in loss” regulations prepared under the auspices of the NYSBA Tax Section.
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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 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 June 24, 2020, the Internal Revenue Service (the “IRS”) and the U.S. Department of Treasury (“Treasury”) issued final regulations (the “Final Regulations”) on the application of the “passthrough deduction” under Section 199A[1] to regulated investment companies (“RICs”) that receive dividends from real estate investment trusts (“REITs”). The Final Regulations broadly allow a “conduit” approach, … Continue Reading
The U.S. tax authorities have issued substantial guidance related to the phase-out of LIBOR – relevant to lenders, borrowers and parties to financial instruments of virtually every type. In proposed regulations (“the Proposed Regulations”) released on October 9, 2019, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) addressed market … Continue Reading
Implements 2018 Proposed Regulations, ending most limitations on investments in U.S. property, as well as pledges and guarantees by CFCs wholly-owned by U.S. corporations – also provides PTI guidance for CFC shareholders. EXECUTIVE SUMMARY In anticipated and important guidance, the U.S. tax authorities have issued final regulations under I.R.C. Section 956 (the “New 956 Regulations”).[1] The New … Continue Reading
Introduction On April 17, 2019, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued a second set of proposed regulations (the “Proposed Regulations”) under section 1400Z-2 of the Internal Revenue Code (the “Code”) regarding the qualified opportunity zone program, which was enacted as part of the law commonly … Continue Reading
On April 11, 2019, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2019-18, creating a safe harbor that allows professional sports teams to treat trades of personnel contracts (including contracts for players, coaches and managers) and draft picks as having a zero value for determining gain or loss recognized for federal income tax purposes … Continue Reading
I. Introduction. On March 4, 2019, the Internal Revenue Service (the “IRS”) and the Department of the Treasury (the “Treasury”) released proposed regulations (the “Proposed Regulations”) regarding the deduction for “foreign-derived intangible income” (“FDII”) under section 250 of the Internal Revenue Code.[1] Section 250 was enacted in 2017 as part of the tax reform act.[2] … Continue Reading
On January 18, 2019, the U.S. Department of Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) released final regulations (the “Final Regulations”) regarding the “passthrough deduction” for qualified trade or business income under section 199A of the Internal Revenue Code.[1] The Final Regulations modify proposed regulations (the “Proposed Regulations”) that were released in August … 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
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
IRS and Treasury Provide Guidance on the Excise Tax on Repurchases of Corporate Stock under Section 4501
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
“Passthrough Deduction” Regulations for RICs Finalized with No Major Changes
By Stuart Rosow, Martine Seiden Agatston, Malcolm Hochenberg, Martin T. Hamilton, Christine N. Younger, Amanda H. Nussbaum and Richard M. Corn on Posted in IRS, REITs, RIC (BDCs), Section 199A, Tax Cuts and Jobs Act
LIBOR Transition: U.S. Tax Guidance From the IRS
By Christine N. Younger, Martin T. Hamilton, Malcolm Hochenberg and Stuart Rosow on Posted in financial products, In the news, IRS
Final IRS Regulations Sync Section 956 with TCJA Participation Exemption – Limits “Deemed Dividends” for U.S. Corporate Shareholders of CFCs
The Second Set of Proposed Opportunity Zone Regulations
By Jean Bertrand, Sean Webb, Stuart Rosow, Sejin Park, Scott S. Jones, Mary B. Kuusisto, Malcolm Hochenberg, Martin T. Hamilton, Jamiel E. Poindexter, Jeremy Naylor, Ira G. Bogner, David S. Miller, Alan Parnes, Amanda H. Nussbaum, Arnold P. May and Richard M. Corn on Posted in IRS, Opportunity Zones, Tax Cuts and Jobs Act, Tax Reform
Players, Staff and Draft Picks May be Traded Tax-Free Under New Safe Harbor
By Richard M. Corn, Amanda H. Nussbaum, Alan Parnes, Christine N. Younger, Jon Oram and Malcolm Hochenberg on Posted in IRS, Tax Cuts and Jobs Act, Tax Reform
Proposed FDII Regulations under Section 250
By Elizabeth Johnston Wytock, Sean Webb, Stuart Rosow, Scott S. Jones, Mary B. Kuusisto, Malcolm Hochenberg, Michael Fernhoff, Martin T. Hamilton, Jamiel E. Poindexter, Jeremy Naylor, David S. Miller, Alan Parnes, Amanda H. Nussbaum, Arnold P. May and Richard M. Corn on Posted in GILTI, International Taxation, IRS, Tax Cuts and Jobs Act, Tax Reform
“Passthrough Deduction” Regulations Finalized
By David S. Miller, Jo Habenicht, Stuart Rosow, Scott S. Jones, Mary B. Kuusisto, Malcolm Hochenberg, Mitchell Gaswirth, Michael Fernhoff, Martin T. Hamilton, Jamiel E. Poindexter, Jeremy Naylor, Alan Parnes, Amanda H. Nussbaum, Arnold P. May and Richard M. Corn on Posted in IRS, Partnership Taxation, RIC (BDCs), Tax Cuts and Jobs Act, Tax Reform, U.S. Legislation
Summary of the Opportunity Zone Program
By Amanda H. Nussbaum, David S. Miller, Jean Bertrand, Jamiel E. Poindexter, Martin T. Hamilton, Mitchell Gaswirth, Malcolm Hochenberg and Sejin Park on Posted in IRS, Tax Cuts and Jobs Act
Impact of Recent Tax Legislation on M&A Transactions
By Martine Seiden Agatston, Malcolm Hochenberg, Martin T. Hamilton, Kathleen R Semanski, Amy Zelcer, Alan Parnes, Amanda H. Nussbaum, Abraham Gutwein and Richard M. Corn on Posted in Corporate Taxation, Cost Recovery, In the news, International Taxation, Mergers & Acquisitions, Partnership Taxation, Tax Reform
