Mergers & Acquisitions Law Report Index-Summary

TAX SHELTERS

– Large corporation compliance issues, 627

TAXATION

See also STATE AND LOCAL TAXES
– Accounting issues

– Australia, transfer pricing application to restructurings, guidance, 526
– Bankruptcy

– – Assumption of liabilities in purchase of debtor's assets not bar to capitalization (CCA), 881
– – Tax avoidance not legitimate reason for filing (7th Cir.), 478

– Canada

– – Capital gains tax on Husky Oil, Enterprises Ltd., and Mohawk Canada amalgamation overturned (FCA), 525
– – Income Tax Act draft amendment address partnerships, pensions, and capital gains, 1060

– Cap Gemini acquisition of Ernst & Young, taxation of stock distribution (U.S., rev. sought), 832
– Carried interest, investment services partnership interests, Treasury set to devote resources to regs. if legislation enacted, 962
– Consolidated returns, interest netting not available to recoup interest payments by subsidiary prior to merger (Fed. Cl.), 361
– Contribution of note by upper-tier subsidiary to lower-tier before dissolution deemed distribution to lower-tier subsidiary (PLR), 361
– Corporate exit tax, EU challenges Denmark, Spain, and Netherlands unrealized capital tax, 1161
– Corporate inversions, §7874 safe harbor elimination unlikely to be reconsidered, 245; NY Bar suggests splitting safe harbor into 2 tests, 427; safe harbor and PLRs unlikely soon, 1085
– Corporate reorganizations

See REORGANIZATIONS

– Denmark, minority shareholders in small and midsize firms, exemption announced, 1125
– Discharge of indebtedness

– – Partnerships, application to, 921; flexibility offered, questions remain, 983
– – Prepayment to settle portion of obligation under tax agreement (PLR), 663

– Economic substance codification unlikely to change IRS approach, 360
– EU

See EUROPEAN UNION (EU)

– FDIC-assisted bank acquisitions, N.Y. State Bar Assn. suggests tax code changes, 403
– For-profit health provider use of charitable assets for settlement payments and litigation costs required to be capitalized (7th Cir.), 319
– Foreign tax credit

– – Crackdown eyed as revenue source for extenders bill, 428
– – Denial to covered asset acquisitions, legislative proposal, 612

– General Mills settles IRS claims over losses from sale of noncontrolling interest in subsidiary, 1036
– Germany, Porsche/VW merger delayed by tax dispute, 986
– Going private expenses, deducting, analysis, 277
– Goodwill, coordination paper, 480
– Hedges, loss treatment of insurance payments on expiration (CCA), 579
– India, capital gains tax may be due on sale of domestic company between foreign firms, 860
– International transactions, extra jurisdictional takeover and merger tax causing concerns, 109
– IRS priority guidance, N.Y. Bar recommendations for business plan, 626
– Japan

See JAPAN

– Legislative and regulatory update, Alston & Bird outline, 665
– Like-kind exchanges, related-party transaction qualifies (PLR), 1158
– Liquidation reincorporation revisions took into account continuity of business enterprise work, 1034
– Liquidations, stock sales, §336(e) asset acquisition treatment, election unavailable until Final Regs. issued, 245
– NOLs

See NET OPERATING LOSSES (NOLs)

– Offshore assets, voluntary disclosure program expected, 1186
– Partnerships

See PARTNERSHIPS

– PLRs, recent rulings

See PRIVATE LETTER RULINGS (PLRs)

– Redemptions of nonvoting stock owned by inactive shareholders not dividend equivalent (PLR), 1158
– Related corporate redemptions, anti-avoidance Final and Temp. Regs., 20
– Reorganizations

See REORGANIZATIONS

– Research credit computation, consolidated returns, exclusion of preacquisition costs of target (TAM), 831
– RICs, Subpart F income earned for investments in CFCs deemed qualifying income (PLR), 1158
– Russia, exiting investor tax clarified, 1091
– SILOs, FRB continues bar private equity investments in banks through structures, 1023
– Son of BOSS transaction, accuracy-related penalty against partnerships upheld (Fed. Cl.), 794
– State and local taxes

See STATE AND LOCAL TAXES

– Stock options

– – (F) reorganizations, foreign subsidiary's reimbursement of U.S. parent for stock options qualified (PLR), 361
– – Subsidiary reimbursement of parent for parent stock delivered to employees not §301 distribution (PLR), 361

– Stock purchases treated as asset acquisitions

– – Foreign tax credit denial to covered asset acquisitions, legislative proposal, 612
– – State taxation

See STATE AND LOCAL TAXES

– Subsidiary transfer to joint venture disguised sale subject to capital gains tax (T.C.), 768
– Successor company liable (6th Cir.), 480
– Tax shelter compliance issues by large corporations, research report, 627
– Tranferee liability, stock purchase agreement disclaiming liability bars tax liability (T.C.M.), 881
– Transfer pricing

See TRANSFER PRICING

– Unified loss rules, basis rules on sale of stock to nonmembers, IRS reconsiders, 921
– Worthless stock

See REORGANIZATIONS

TECHNOLOGY INDUSTRY

See also TELECOMMUNICATIONS
– Advertising

– – Google/Yahoo affiliation, Japanese Internet site files objection, 988
– – Microsoft-Yahoo agreement cleared by U.S. and EU, 165

– Banking, regulatory filing, e-file system available, 100
– Bio-analytical measurement instruments, Agilent/Varian merger, EC approves subject to divestitures, 110
– Biotechnology

See HEALTH CARE

– Cisco/Tandberg merger, DOJ and EU not to challenge, 310
– Consumer electronics

– – Foxconn acquisition of Dell's Poland facility, EC clears, 903
– – Tech Data Europe and Brightstar Europe joint control of Triade, EC clears, 903
– – Xerox to cut 2,500 following Affiliated Computer Services acquisition, 982

– Educational learning, PLATO Learning acquisition by Thoma Bravo halted pending correction of proxy disclosures (Del. Ch.), 472
– Fingerprinting, 3M/Cogent merger, shareholder action to halt tender offer denied (Del. Ch.), 958
– Health care

– – IBM to acquire information data sharing software firm, 136
– – Medical devices, laser microdissection, Danaher/MDS Analytical Technologies merger, FTC requires divestiture (FTC), 118
– – MediConnect Global acquires PassportMD, 64
– – Spheris files for Ch. 11 protection, Medquist and CBay stalking horses (Bankr. D. Del.), 156; sale approved, 388
– – Unisys Health information management unit acquired by Molina Healthcare, 89

– HP/3Com merger

– – Discovery, fast track bid rejected (Del. Ch.), 31
– – EC clears, 176

– Insider trading

– – EMC/Document Sciences merger, EMC director settles SEC changes (D. Mass.), 104
– – Gilat Satellite Network/Scopus Video Networks merger, Israel citizen settles SEC charges over Israeli company merger (S.D.N.Y.), 125
– – Jamdat Mobile, fiduciary duty between third parties (S.D.N.Y.), 739
– – MDS Sciex/Molecular Devices merger, SEC granted summary judgment against employee (S.D.N.Y.), 170
– – Memry acquisition by SAES Getters, husband of officer and friend settle charges (D. Conn.), 126
– – Perot Systems former employee agrees to return profits (N.D. Tex.), 34
– – Philips Electronics executive, friend, and business associate charged (N.D. Ill.), 338

– Market data, Dun & Bradstreet/Quality Education Data merger, FTC files administrative complaint, 441; spin-off ordered (FTC), 848
– Nuclear technology, Areva and Siemens joint venture, EC to investigate contractual restrictions, 547
– Patents

See PATENTS

– Software

– – Construction management, Ed. Zublin and VMT joint venture, EC clears, 1038
– – Copyright, Novell asset purchase agreement with SCO did not transfer UNIX (D. Utah), 339
– – Dassault Systemes acquisition of IBM's produce life management unit approved by EC, 321
– – Google, ITA Software acquisition, congressional hearing, witnesses express concern, 848; senator urges DOJ scrutiny, 1107
– – Health information

See Health care, this heading

– – Novell assignment of claims in asset purchase agreement bars restraint of trade claims against Microsoft (D. Md.), 351
– – Oracle/Sun Microsystems takeover, EU regulators clear, 85

– Switzerland imposed record fine for failure to disclose acquisition of ownership stake in Oerlikon, 132
– Toxics measurement instruments, Agilent/Varian merger, divestitures required (FTC), 467
– United Technologies, GE security business acquisition, EC clears, 229
– Voting machine manufacturers, Election Systems & Software/Premier Election Solutions merger, divestment of assets sought (D.D.C.), 239; divestments ordered, 655

TELECOMMUNICATIONS

See also TECHNOLOGY INDUSTRY
– Argentina orders Telecom Italia to divest assets, possible nationalization, 131; investigation closed, 988
– AT&T/Cingular merger, degraded service claims to proceed (9th Cir.), 547
– Bankruptcy, Imperva labs files, ARINC Engineering stalking horse bidder (N.D. Calif.), 341
– Canada

– – Broadcasting vertical integration, telecommunications commission launches consultation, 1010
– – Foreign direct investment easing, 581
– – Shaw Communications acquisition of Canwest cleared, 796

– Comcast/NBC Universal merger

See ENTERTAINMENT INDUSTRY

– Cox Radio/Cox Media Group merger, tender offer and short form merger, breach of fiduciary duty claim settled (Del. Ch.), 471
– Cross-ownership FCC rules, stay on relaxed rules lifted (3d Cir.), 285
– DOJ review and FCC role explained during Senate hearing, 242
– Foreign direct investment, entry of Chinese firms into U.S. market seen as having natural security consequences, 979
– Google

– – AdMob acquisition, Kohl (D-Wis) urges careful FTC scrutiny, 332; FTC closes investigation, 491
– – ITA Software acquisition, congressional hearing, witnesses express concern, 848; senator urges DOJ scrutiny, 1107

– India may pursue capital gains tax on sale of domestic mobile service operator between foreign firms, 858
– Italy, Telecom Italia and Telefonica merger raises concerns, 155
– Level 3 Communications, securities fraud class action dismissed for lack of scienter (D. Colo.), 1179
– Mobile phone provider concentration increases, effective competition label rejected, 468; FCC intensifies scrutiny, 517
– Motorola cell phone division, Chinese acquisition, CFIUS concerns, 583
– Ownership reports, filing deadline for Form 323 suspended, 8
– Portugal Telecom, single market rule violated by use of golden shares (ECJ), 667
– Securities fraud, merger agreement precludes reliance on pre-merger representations (2d Cir.), 601
– Sirius XM Radio, inflated royalties, subscribers' state law class action to proceed (S.D.N.Y.), 1071
– Skyterra spectrum, AT&T urges FCC to rescind limits on leasing access, 309; Verizon joins AT&T, 331
– Telefonica bid for Hansenet Telekommunikation authorized by EC, 133
– UK

– – Internet television connection Project Canvas, OFT not to investigate, 531
– – Orange UK and T-Mobile UK, OFT seeks referral from EU, 179; conditions imposed, 229

– Verizon sale of rural and small market landlines to Frontier, FCC approves, 495
– Wireless industry, special access service, GAO report urges FCC to collect more data, 803

TELEVISION

See TELECOMMUNICATIONS

TORTIOUS INTERFERENCE

See CONTRACTS

TRADE OR BUSINESS EXPENSES

– Payments made to finance “going private,” analysis, 157

TRADEMARKS

– Cybersquatter barred from using domain name confused with Bank of Am. and Merrill Lynch (S.D.N.Y.), 106; BoA and Merrill Lynch granted summary judgment, 173
– Privileg, Whirlpool bid for rights approved by EC, 697

TRANSFER PRICING

– Advance pricing agreements, use in business restructuring arrangements, 1187
– Australia, reorganizations, application to, guidance released, 526
– Cost sharing arrangements, Vertias nonacquiescence portends future IRS litigation, 1185
– Italian auditors to focus on, 611
– Pharmaceutical companies, Genzyme/AnorMED merger, tax strategies in acquiring Canadian company, 382

TRANSPORTATION

– Airlines

See AIR TRANSPORTATION

– Eurovia acquisition of Tarmac, EC authorizes, 585
– Motor vehicles

See MOTOR VEHICLES

– Railroads

See RAILROADS

– Road building material, bitumen and aggregate production, Eurovia takeover of Tarmac Routes et Carrieres, French Competition Auth. approves, 833
– Travel centers, Pilot Corp./Flying J merger, divestitures required (FTC), 621
– Withdrawal liability, schedule of payments, failure to specify not bar to use of 60-day default rule (N.D. Ill.), 151

TRAVEL INDUSTRY

– Thomas Cook acquisition of Oger Tours, EC clears, 859

TREATIES

– Environmental pollution, Chevron claims

– – Arbitration claims under U.S.-Ecuador Bilateral Investment Treaty not barred (S.D.N.Y.), 266
– – Chevron files for dismissal (Ecuador Super. Ct. of Nueva Loja), 763
– – Ecuadorian delays violated treaty (Perm. Ct. Arb.), 357

TROUBLED ASSETS RELIEF PROGRAM (TARP)

– Cost estimate lowered, exit strategy begins, 7; more warrants up for auction, 850