Double the Fun: Learning about Double Merger Tax Solutions

It’s important to understand the tax benefits and drawbacks of basic corporate merger structures. The form of the merger is important as the structure of the transaction dictates both the rules that determine whether the merger will be tax-free and the tax effects if the transaction is not. This practice note provides an overview of the tax treatment of basic merger structures, the benefits of a reverse triangular merger, and the double merger solution.

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Legal Developments

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• Retirement Plan Sponsors Have Short 2022 Year-End Amendment List
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• LB&I Memo Providing Updated Guidance on the Statute of Limitations on Section 965 Examinations
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Practical Guidance Updates 
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  • Business Entities. IRS publishes the amounts of unused housing credit carryovers allocated to qualified states under R.C. § 42(h)(3)(D)for calendar year 2022. Rev. Proc. 2022-37.
  • International Taxes. IRS issues internal advice memorandum (AM 2022-003) concluding that taxpayers cannot make advance payments of section 367(d) inclusions except in limited situations where a U.S. transferor receives boot in connection with the initial transfer of intangible property to a foreign corporation.
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