Navigating New Section 385 Regulations on Related-Party Debt: Sweeping Changes on the Horizon
Avoiding Reclassification of Debt to Equity, Structuring Inter-Company Debt Instruments to Withstand IRS Challenge
Recording of a 90-minute CLE/CPE webinar with Q&A
This CLE/CPE webinar will provide a critical first look into the IRS proposed regulations under Section 385 to reclassify certain related-party debt as equity for U.S. tax purposes. The panel will discuss the scope of the proposed regulations, examine what types of structures and transactions are subject to reclassification as equity, and offer practical guidance on ensuring an existing debt instrument is respected for U.S. income tax purposes.
- Overview of related party debt rules
- Overview of the debt bifurcation rules
- Overview of the debt teporting requirements
- Entities and structures subject to re-characterization and potential tax consequences
- Impact to U.S. consolidated groups
The panel will discuss these and other critical questions:
- What is the purpose of the proposed regulations?
- What foreign and domestic entities are subject to the proposed regulations?
- What common transactions and instruments are subject to possible re-characterization?
- What impact will the proposed regulations have on documentation requirements?
- What structuring steps must tax counsel take to ensure a related-party debt instrument will be respected as such for U.S. tax purposes?
Joshua T. Brady
Morgan Lewis & Bockius
Mr. Brady’s practice encompasses a broad range of corporate tax issues involving corporations, partnerships, and... | Read More
Mr. Brady’s practice encompasses a broad range of corporate tax issues involving corporations, partnerships, and their owners and investors. He is widely recognized for his work on M&A, distributions, financings, restructurings, and corporations filing consolidated returns. He advises public and private clients on a number of sophisticated acquisition and disposition structures, including tax-free mergers, tender offers, going-private transactions and cross-border joint ventures.Close
Scott M. Levine
Mr. Levine advises on the tax aspects of corporate transactions, including international and domestic mergers and... | Read More
Mr. Levine advises on the tax aspects of corporate transactions, including international and domestic mergers and acquisitions, leveraged buyouts, spin-offs and other divestitures, restructurings, financings, and joint ventures. He also negotiates private letter rulings with the Internal Revenue Service in the corporate, financial instruments, and energy credit tax areas. He counsels clients on the tax aspects of structuring cross-border acquisitions and financial instruments.Close
Stephen M. Massed
Managing Director, Tax
Mr. Massed is a Managing Director in KPMG’s Washington National Tax Practice. He has been a member of both the... | Read More
Mr. Massed is a Managing Director in KPMG’s Washington National Tax Practice. He has been a member of both the M&A Tax group and the International Tax group of the Washington National Tax practice, and specializes in cross-border M&A transactions. He advises KPMG clients on a wide array of international corporate tax matters, including cross-border reorganizations and spin-offs, inversions, U.S. income tax treaty application, sub-part F planning, debt-to-equity analysis, and cash repatriation.Close