On August 12, 2026, in K Alain, L.L.L.P. v. Commissioner,[1] the U.S. Court of Appeals for the Fifth Circuit withdrew its taxpayer-friendly January 16, 2026 opinion in Sirius Solutions, L.L.L.P. v. Commissioner,[2] and replaced it with a decision that is ambiguous in its application but appears
tax policy
Securities Transfer Tax: a welcome simplification for LP secondary transactions?
By Richard Miller, Daniella Abel & David M. Ward on
The UK government has published draft legislation for a new Securities Transfer Tax (STT), which is expected to replace the existing stamp duty and stamp duty reserve tax (SDRT) regimes for transfers of securities.
The proposal is intended to modernise and simplify the UK’s stamp taxes on shares regime by…
HMRC consults on aligning the taxation of distributions from non-UK resident companies
By Emma C. McDonnell, Richard Miller & Daniella Abel on
HMRC has published a consultation on proposals to modernise the UK tax framework for distributions and repayments of capital made by companies to individual and trust shareholders. A key feature of the consultation is a proposal to align the income tax treatment of distributions made by UK and non-UK resident…
HMRC guidance provides welcome comfort for private equity management rollovers
By Emma C. McDonnell, Richard Miller & Daniella Abel on
HMRC has published updated guidance on the revised share reorganisation anti-avoidance rules following the changes introduced by Finance Act 2026. The guidance provides welcome confirmation that standard private equity management rollover arrangements should continue to benefit from share-for-share exchange relief despite concerns raised by the widening of the anti-avoidance provisions.…
HMRC proposes expanded reporting for close company shareholder transactions
Many of our clients and readers will be familiar with the “loan to participator” rules. These rules apply to loans made by close companies, which in general terms are companies which are controlled by five or fewer participators (or by any number of participators who are also shareholders), to their…
When a Misdirected Partnership Notice isn’t Fatal under the BBA: Mammoth Cave Property
Although many of the procedural rules for auditing partnerships at the federal level have changed under the Bipartisan Budget Act of 2015 (the “BBA”), some principles—like the effect of actual notice—remain the same. Under the BBA, the IRS proposes partnership-level adjustments in a Notice of Proposed Partnership Adjustment (“NOPPA”) and later finalizes them in a Notice of Final Partnership Adjustment (“FPA”). If the IRS issues the FPA after the statute of limitations expires, the partnership can seek to invalidate it as untimely.
A reviewed Tax Court opinion filed March 9, 2026—Mammoth Cave Property, LLC v. Commissioner, No. 5401-24, 166 T.C. No. 4—shows the limits of “defective notice” arguments when the partnership actually received the NOPPA and participated in the process.
President Trump Signs One Big Beautiful Bill Act into Law
I. Introduction
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “Act”) into law.[1] The Act is similar to the Senate Finance Committee’s draft legislative text (the “SFC Bill”) (released on June 16, 2025), with several modifications and omissions. The Act’s key differences from…
Tax Court Breaks New Ground on the Deductibility of Termination Fees with AbbVie Ruling
On June 17, 2025, the Tax Court opinion in AbbVie Inc. and Subsidiaries v. Commissioner of Internal Revenue was issued,[1] holding that the approximately $1.6 billion termination fee AbbVie (a Delaware corporation) paid to its abandoned merger partner Shire plc (an Irish company) was properly an ordinary deductible business…
The Tax Court in Soroban Holds that Limited Partners Were Too Active To Be Treated As “Limited Partners” and are Subject to Self-Employment Tax
On May 28, 2025, in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban II”), the Tax Court held the active role of limited partners in a fund manager caused them to fail to qualify as “limited partners” for purposes of section 1402(a)(13) and, therefore, the limited…
UK Government Carried Interest Tax Reforms Consultation Process: No New Conditions, Territorial Limits Clarified
By Stephen Pevsner, Catherine Sear & David M. Ward on
June 2025 – The UK Government has published its response to the consultation on its proposal to change the tax treatment of carried interest, confirming the expected final shape of the new regime which will take effect from April 2026.
The reforms, first announced in October 2024, mark a significant…