Stuart Rosow
Stuart Rosow is a partner in the Tax Department and a leader of the transactional tax team. He concentrates on the taxation of complex business and investment transactions. His practice includes representation of publicly traded and privately held corporations, financial institutions, operating international and domestic joint ventures, and investment partnerships, health care providers, charities and other tax-exempt entities and individuals.
For corporations, Stuart has been involved in both taxable and tax-free mergers and acquisitions. His contributions to the projects include not only structuring the overall transaction to ensure the parties' desired tax results, but also planning for the operation of the business before and after the transaction to maximize the tax savings available. For financial institutions, Stuart has participated in structuring and negotiating loans and equity investments in a wide variety of domestic and international businesses. Often organized as joint ventures, these transactions offer tax opportunities and present pitfalls involving issues related to the nature of the financing, the use of derivations and cross-border complications. In addition, he has advised clients on real estate financing vehicles, including REITs and REMICs, and other structured finance products, including conduits and securitizations.
Subscribe to all posts by Stuart Rosow
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 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
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
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 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
On June 21, 2019, the United States Supreme Court decided North Carolina Dept. of Revenue v. Kimberly Rice Kaestner 1992 Family Trust (hereinafter, “Kaestner”).[1] In a unanimous opinion delivered by Justice Sotomayor, the Court held that under the Fourteenth Amendment’s Due Process Clause,[2] a state may not tax trust income based solely on the in-state residency … Continue Reading
On May 13, 2019, the U.S. Internal Revenue Service (“IRS”) and Treasury Department published proposed regulations providing guidance on the rules imposing withholding and reporting requirements under the Code[1] on dispositions of certain partnership interests by non-U.S. persons (the “Proposed Regulations”). The Proposed Regulations expand and in important ways modify earlier Notice 2018-29[2] on dispositions … 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
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
On January 18, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury issued final regulations (the “Final Regulations”) on the “pass through” deduction under section 199A[1] of the Internal Revenue Code (the “Code”). Very generally, section 199A provides individuals with a deduction of up to 20% of income from a domestic “trade … Continue Reading
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
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
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
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
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 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 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
Tax Provisions of the American Families Plan
Comparison of the Biden Administration and Senate Finance Committee International Tax Proposals
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
“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
State Tax on Trust Income Based Solely on In-State Residence of Beneficiaries Found Unconstitutional
By Richard M. Corn, Christine N. Younger, David S. Miller, Mitchell Gaswirth and Stuart Rosow on Posted in In the news, IRS, Notable Decisions, State Taxation
Section 1446(f) Proposed Regulations: Key Guidance on Partnership Interest Transfers by Non-U.S. Persons
By Jeanette Stecker, Xiaoyang Ma, Stephen Severo, Stuart Rosow, Scott S. Jones, Matthew Pincus, Mary B. Kuusisto, Martin T. Hamilton, Jamiel E. Poindexter, Jeremy Naylor, Jean Bertrand, David S. Miller, Amanda H. Nussbaum and Arnold P. May on Posted in International Taxation, IRS, Partnership Taxation, Tax Cuts and Jobs Act, Tax Reform, Withholding and FATCA
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
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
Proposed Rental Business Safe Harbor under Section 199A
By Richard M. Corn, Amanda H. Nussbaum, David S. Miller, Elizabeth Johnston Wytock, Michael Fernhoff, Stuart Rosow and Timothy Donovan on Posted in IRS, Real Estate, Tax Cuts and Jobs Act, Tax Reform
Proposed Anti-Hybrid Regulations under Sections 267A, 245A, and 1503(d)
By Amanda H. Nussbaum, David S. Miller, Martin T. Hamilton, Michael Fernhoff, Stuart Rosow and Sean Webb on Posted in International Taxation, IRS, Tax Cuts and Jobs Act, Tax Reform
The Proposed BEAT Regulations
By Amanda H. Nussbaum, David S. Miller, Martin T. Hamilton, Michael Fernhoff, Stuart Rosow and Sean Webb on Posted in Base Erosion and Profit Shifting, BEAT, IRS, Tax Cuts and Jobs Act, Tax Reform
IRS Issues Taxpayer Advisory on Prepayment of 2018 Property Taxes
By David S. Miller, Martin T. Hamilton and Stuart Rosow on Posted in In the news, IRS, Tax Cuts and Jobs Act, Tax Reform, Uncategorized
Tax Planning is Crucial to Achieve Potential Spin-Off Benefits
By Annie Kim, Martin T. Hamilton and Stuart Rosow on Posted in In the news, IRS, Mergers & Acquisitions, Section 355, Tax Reform, Uncategorized
BEPS: OECD Releases Multilateral Tax Treaty Convention
IRS Updates Ruling Policy on Corporate Business Purpose and Device Requirements under Section 355
By Amanda H. Nussbaum, Martin T. Hamilton, Stuart Rosow and Stephen Severo on Posted in IRS, Mergers & Acquisitions, Section 355
IRS Proposes Country-by-Country Reporting Regulations
By Mani Kakkar, Martin T. Hamilton and Stuart Rosow on Posted in Base Erosion and Profit Shifting, International Taxation, IRS
