Final Section 385 Regs: Navigating State and Local Tax Impact of New Debt-to-Equity Reclassification Rules
Recording of a 110-minute CPE webinar with Q&A
This course will provide state and local tax advisers and finance professionals with a critical first look at the state and local tax implications of the sweeping final regulations under Section 385 which present significant changes in the way intra-company debt is treated among commonly controlled entities. The panel will discuss how companies will need to report and document intra-company debt transactions, and will detail potential tax risks in the reclassification of debt to equity in state income and capital-based franchise tax treatment.
Outline
- Final Section 385 regulations on related-party debt transactions
- Equity recharacterization provisions
- Definitions of “expanded group”
- Documentation rules
- SALT implications
Benefits
The panel will discuss these and other important questions:
- Which commonly controlled entities are subject to the final Section 385 regulations?
- What types of intra-company debt transactions are at risk of reclassification under the new regulations?
- What are the specific documentation requirements that must accompany intra-company debt transactions?
- How will various state practices on conformity with federal tax law impact net income calculations under the new regulations?
- What steps should corporate taxpayers and their advisers take immediately to ensure that their intra-company debt structures will be respected under the final regulations?
Faculty
Jaye A. Calhoun
Partner
Kean Miller
Ms. Calhoun is a senior member of the Firm's SALT team. She provides clients with full-service tax... | Read More
Ms. Calhoun is a senior member of the Firm's SALT team. She provides clients with full-service tax representation covering federal, state, and local tax challenges and business opportunities. She has more than 20 years of experience and assists her clients with tax compliance and planning, guidance on the use of tax and business incentives, and represents clients in tax audits and controversies. She regularly represents clients in audits and administrative and judicial appeals before the IRS, the State of Louisiana Department of Revenue, and numerous local taxing authorities. She is the Chair of the ABA Tax Section State and Local Taxes Committee, is board certified by the Louisiana Board of Legal Specialization in Taxation and teaches state and local tax at Tulane and Loyola Law Schools, as well as in the Georgetown University Law Center SALT Certificate program.
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Kelley C. Miller
Partner
Reed Smith
Ms. Miller's practice areas include cloud computing, complex federal tax controversies, state and federal... | Read More
Ms. Miller's practice areas include cloud computing, complex federal tax controversies, state and federal tax issues involving closely held entities, state tax planning and litigation and tax planning issues involving E-Commerce, and state nexus. She presents on cloud computing, particularly negotiating SaaS agreements. She also has written and spoken widely on numerous federal and state tax topics for clients representing a broad spectrum of industries, including exempt organizations.
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