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Non-Traditional Settlements and the IRS
Part Two of a Two-Part Article
Even the IRS appears to have some reservations about its position, particularly as such position is applied to the corporate transferee collecting payments on a shareholder note received as a capital contribution in a Section 351 transaction (or otherwise). See, eg, 1995 FSA Lexis 160 (April 18, 1995); 1994 FSA Lexis 252 (Jan. 5, 1994). Under the IRS's zero basis analysis, the corporation ostensibly takes a zero carryover basis for the shareholder note. But, in 1995 FSA Lexis 160, the IRS observed that:
“Although the Service [IRS] position on whether the corporation has such gain [on collection of its zero basis note] has not been definitively established, we conclude that the litigating hazards of advancing such position are overwhelming and we would thus recommend against advancing such position in litigation. We believe that recognition of such income would require the corporate transferee to realize what is really a “phantom” gain. That is, the resulting income is not, in any way, economically supportable, given that the corporation would have to recognize income attributable to the note even though it may not have earned any income with respect to the note nor experienced any appreciation with regard to the value of the note …. Furthermore, any principal payments on such note are economically indistinguishable from a series of [non-taxable] capital contributions made by a shareholder to a corporation, pursuant to a stock subscription agreement.”
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.