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Stuart Rosow

Partner
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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.

Stuart's work on joint ventures and partnerships has involved the structuring and negotiating of a wide range of transactions, including deals in the health care field involving both taxable and tax-exempt entities and business combinations between U.S. and foreign companies. He has also advised financial institutions and buyout funds on a variety of investments in partnerships, including operating businesses, as well as office buildings and other real estate. In addition, Stuart has represented large partnerships, including publicly traded entities, on a variety of income tax matters, including insuring retention of tax status as a partnership; structuring public offerings; and the tax aspects of mergers and acquisitions among partnership entities.

Also actively involved in the health care field, Stuart has structured mergers, acquisitions and joint ventures for business corporations, including publicly traded hospital corporations, as well as tax-exempt entities. This work has led to further involvement with tax-exempt entities, both publicly supported entities and private foundations. A significant portion of the representation of these entities has involved representation before the Internal Revenue Service on tax audits and requests for private letter rulings and technical advice.

Stuart also provides regular advice to corporations, a number of families and individuals. This advice consists of helping to structure private tax-advantaged investments; tax planning; and representation before the Internal Revenue Service and local tax authorities on tax examinations.

A frequent lecturer at CLE programs, Stuart is also an adjunct faculty member of the Columbia Law School where he currently teaches Partnership Taxation.

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Tax Court Provides Helpful Guidance on Requirements for Tax-Free Profits Interests

By David S. Miller, Amanda H. Nussbaum, Stuart Rosow, Robert A. Friedman and Rita N. Halabi on Posted in In the news, Partnership Taxation, Tax, Tax Policy
Introduction On May 3, 2023, the United States Tax Court held in ES NPA Holding, LLC v. Commissioner, T.C. Memo. 2023-55, that the taxpayer’s receipt of interests in a partnership in exchange for services rendered to the sole owner of the business before it became a partnership was for the benefit of the future partnership … Continue Reading

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
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

President Biden Signs Inflation Reduction Act into Law

By David S. Miller, Stuart Rosow, Amanda H. Nussbaum, Martin T. Hamilton, Arnold P. May, Tyler J. Moser and Rita N. Halabi on Posted in Corporate tax, Environment, In the news, Tax, Tax Policy, Tax Reform, U.S. Legislation
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

Senate Democrats Reach Agreement to Pass Inflation Reduction Act

By David S. Miller, Amanda H. Nussbaum, Stuart Rosow, Martin T. Hamilton and Rita N. Halabi on Posted in In the news, Tax Policy, Tax Reform, U.S. Legislation
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

A Summary of Inflation Reduction Act’s Main Tax Proposals

By David S. Miller, Amanda H. Nussbaum, Stuart Rosow, Arnold P. May, Jeremy Naylor, Martin T. Hamilton and Rita N. Halabi on Posted in In the news, Tax Policy, Tax Reform, U.S. Legislation
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

Summary of the Biden Administration’s Fiscal Year 2023 Green Book Tax Proposals

By David S. Miller, Amanda H. Nussbaum, Stuart Rosow, Richard M. Corn, Robert A. Friedman, Martin T. Hamilton, Arnold P. May and Rita N. Halabi on Posted in In the news, Tax Policy, Tax Reform, U.S. Legislation
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

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
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

The Biden Administration Proposes Changes to the Taxation of Real Property

By Richard M. Corn, Robert A. Friedman, Martin T. Hamilton, David S. Miller, Amanda H. Nussbaum, Stuart Rosow and Rita N. Halabi on Posted in In the news, Tax Policy, Tax Reform, U.S. Legislation
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

The Biden Administration Proposes Changes to the Taxation of Cryptocurrency Transactions

By Robert A. Friedman, Martin T. Hamilton, David S. Miller, Amanda H. Nussbaum, Stuart Rosow and Rita N. Halabi on Posted in In the news, IRS, Tax Policy, Tax Reform, U.S. Legislation
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

The Biden Administration Proposes Changes to the U.S. International Tax Rules

By David S. Miller, Amanda H. Nussbaum, Stuart Rosow, Martin T. Hamilton and Rita N. Halabi on Posted in International Taxation, Tax Policy, Tax Reform
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

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
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

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
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

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
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

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
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

 “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
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

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
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

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
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

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
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

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
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

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
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

“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
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

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
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

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
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
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