Consolidated Group Tax Allocations: Navigating Consolidated Return Rules

Leveraging Allocation Agreements in Acquisitions, Spin-Offs, Issuances of Stock; Implementing New Interagency Guidance for Banks

Recording of a 90-minute premium CLE/CPE webinar with Q&A

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Conducted on Wednesday, November 12, 2014

Recorded event now available

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This CLE course will provide tax counsel and advisors with the tools necessary to advise business clients that utilize consolidated tax returns.  Panelists will review the applicable rules, relevance of consolidated tax allocation agreements in various business situations and address special concerns and updates in the banking industry. 


Tax allocation agreements must be drafted with a full understanding of the principles outlined in section 1552 and in the IRS regulations governing the actual use of allocation methods.  Once these rules are understood, counsel may then effectively structure agreements that anticipate possible disputes.

It is particularly essential to have well-drafted consolidated return tax allocation rules in place when planning stock acquisitions, spin-offs and issuances of stock in order to deal with post-transaction audits and refund claims.

Additionally, there have been substantial restrictions recently imposed on use of allocation agreements in the banking industry. On June 13, 2014, federal bank regulators issued guidance on intercompany allocation agreements between holding companies and their depository institution subsidiaries. Counsel must be prepared to immediately make changes to these agreements.

Listen as our experienced panel reviews the consolidated return rules for allocating tax; their relevance to acquisitions, spin-offs, issuance of stock, audits and refunds; and the changes to the use of allocation agreements within the banking industry.



  1. Consolidated return tax allocation methods
  2. Applicability of rules in various business situations
    1. Acquisitions
    2. Spin-offs
    3. Issuances of stock
    4. Audits
    5. Refund claims
  3. Allocation rules in the banking industry
    1. Unique complexities
    2. New interagency guidance
    3. Federal Reserve Act (Sections 23A and 23B)


The panel will review these and other key issues:

  • What are the rules applicable to tax allocation agreements?
  • How are tax rules applied in different business transactions?
  • How have tax allocation agreements historically plagued the banking industry? How does the new interagency guidance resolve these issues?


Stanley Barsky, Esq.
Stanley Barsky, Esq.


Mr. Barsky's practice focuses on tax. He has authored numerous articles including, Tips on Drafting Tax...  |  Read More

Keith Fisher
Keith Fisher

Of Counsel
Ballard Spahr

Mr. Fisher focuses on financial regulatory work, mergers and acquisitions, and appellate work, especially Supreme Court...  |  Read More

Wayne Strasbaugh
Wayne Strasbaugh

Ballard Spahr

As Practice Leader of the firm’s Tax Group, Mr. Strasbaugh provides tax advice concerning a wide...  |  Read More

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