Mergers & Acquisitions

On January 25, 2021, the United States Supreme Court dismissed, as “improvidently granted,” a writ of certiorari it had previously granted on a petition asking it to consider “[w]hether a provision in an arbitration agreement that exempts certain claims from arbitration negates an otherwise clear and unmistakable delegation of questions of arbitrability to an arbitrator.” 

In an April 17, 2020 post to the Liskow Energy Law Blog, we advised our clients and friends that the Internal Revenue Service (“IRS”) had published guidance on how refunds attributable to the CARES Act newly-permitted 5-year carryback of NOLs in section 172 of the Internal Revenue Code (the “Code”) and the accelerated use of AMT Carryforward Credits in section 53(e) of the Code can be obtained.   See, J. Bradford, New IRS Guidance on Obtaining Refunds for Net Operating Loss Carrybacks, Corporate AMT Carryforward Credits and Filing Amended Returns for Partnerships (the “Prior Blog Post”).[1]  Since that time, the IRS has published on its website additional guidance in the form of frequently-asked questions and responses (“FAQs”) regarding the implementation of the temporary policy allowing (1) corporations to file by fax Form 1139 – Corporation Application for Tentative Refund (“Form 1139”) to obtain a tentative refund for a prior tax year to which an NOL is carried back pursuant to the new NOL carryback rules and to obtain a tentative refund attributable to implementing the new accelerated use of AMT Carryforward Credits and (2) individuals to file by fax Form 1045 – Application for Tentative Refund (“Form 1045”) to obtain a tentative refund for a prior tax year to which an NOL is carried back.[2]
Continue Reading IRS Updates Guidance on Temporary Procedures to Fax Forms 1139 and 1045 to Obtain Quick Tentative Refunds due to NOL Carrybacks and Accelerated Use of AMT Carryforward Credits

In a previous post to the Liskow website, we advised clients and friends that the CARES Act, P.L. 116-136, enacted modifications to the rules for the use of net operating losses (“NOLs”) and corporate alternative minimum tax carryforward credits (“AMT Carryforward Credits”) for tax years beginning after December 31, 2017 and before January 1, 2021.  See, J. Bradford and J. Birdsong, CARES Act Makes Significant Changes to Four Key Business Tax Provisions Enacted in the Tax Cuts and Jobs Act of 2017.[1]  The Internal Revenue Service (“IRS”) now has published guidance on how refunds attributable to the newly-permitted 5-year carryback of NOLs in section 172 of the Internal Revenue Code (the “Code”) and the accelerated use of AMT Carryforward Credits in section 53(e) of the Code can be obtained.  The IRS also has published guidance allowing business entities classified as partnerships for federal income tax purposes to file amended partnership income tax returns, including Form 1065 and Schedule K-1, to help individual and corporate taxpayers who are partners in those partnerships take advantage of changes in the federal income tax law enacted in the CARES Act.
Continue Reading New IRS Guidance on Obtaining Refunds for Net Operating Loss Carrybacks, Corporate AMT Carryforward Credits and Filing Amended Returns for Partnerships

The Bureau of Ocean Energy Management (BOEM) recently issued an Information to Lessees (ITL) regarding the potential applicability of new regulations issued by the Committee on Foreign Investment in the United States (CFIUS) to bids at the upcoming March 18th federal offshore lease sale (Lease Sale 254), which will offer for lease all available, unleased acreage in the Gulf of Mexico region.

Continue Reading Increasing Scrutiny of Foreign Investment in the U.S.: BOEM Puts Companies on Notice of Potential CFIUS Review of Bids at Upcoming Federal Offshore Lease Sale