Areas Of Concentration
- Asset Securitization (Tax)
- Common Trust Funds
- Corporate Finance (Tax)
- Debt Instruments
- Derivative Transactions
- GIC Providers
- Governmental Institutions and Agencies
- International Transactions
- Investment Trusts and RICs
- Leveraged Leasing (Cross-Border and Domestic)
- Limited Liability Companies
- Mergers and Acquisitions
- Mortgage-Backed Securities
- Municipal Tax Controversy
- Not-for-Profit and 501(c)(3) Organizations
- Offshore Funds
- Partnerships
- Public/Municipal Finance
- Real Estate Investment Trusts (REITs)
- Real Estate Mortgage Investment Conduits (REMICs)
- Special Tax Counsel
- State/Local Tax Issues
- Synthetic Lease Finance
- Tax Lobbying
Related Areas
- Asset Securitization
- Certified Capital Company Finance (CAPCOs)
- Corporate Counseling
- Credit Tenant Loan Finance
- Cross-Border Institutional Private Placements
- Derivative Transactions
- Leveraged Leasing (Cross-Border and Domestic)
- Mergers and Acquisitions
- Mortgage-Backed Securities
- Real Estate Investment Trusts (REITs)
- Renewable Energy
- Synthetic Lease Finance
Attorneys
Chapman and Cutler LLP is one of the largest law firms in the nation dedicated to a financial practice. Since our founding over 100 years ago, we have focused on the legal aspects of corporate and municipal finance, with particular emphasis on the representation of financial institutions such as insurance companies, banks, credit companies and other institutional investors; the sponsors of financial products such as mutual funds and investment trusts; and state or local governments.
The firm has developed an extensive practice in the areas of asset securitization and derivative products. Given the nature of the firm's practice, Chapman and Cutler's Tax Department has amassed substantive experience in many types of financial transactions and products. We advise both investors and non-investors in structuring financial transactions and products. In addition, the Tax Department often directly counsels high-profile market participants (such as in-house counsel, analysts, investment bankers and portfolio managers) in tax matters.
Ordinarily, due to the complex nature of Tax Department transactions, our attorneys work with colleagues in the firm's banking, bankruptcy, corporate, municipal and securities practice groups.
Consistent with the depth of the firm's experience, Tax Department attorneys regularly speak and publish on myriad tax-related issues in forums and journals of national reputation.
Since the Tax Department addresses federal income tax questions arising from the representation of these clients, we have established general information regarding the clients we represents, the nature of our representation and our areas of practice. We invite you to request additional information about Chapman and Cutler's Tax Department.
WE REPRESENT A WIDE ARRAY OF CLIENTS
Because tax considerations are only one facet of the legal issues that must be considered in structuring and evaluating financial transactions or representing businesses, many of the clients we advise are directly represented by lawyers in other firm practice groups. These clients include Wall Street, regional and local investment banking firms and other financial market participants; state and local governmental units and related governmental authorities; sponsors of mutual funds and investment trusts; major insurance companies and affiliated entities; major banks and their holding companies; the Chicago, New York and San Francisco branches of a number of domestic and foreign banks; leasing companies; commodities and futures market advisors and investors; brokers of financial products (including guaranteed investment contracts); a variety of private businesses; and other law firms seeking our in-depth tax experience.
WE ARE TRANSACTION-FOCUSED
The firm and its Tax Department principally represent clients on a transactional basis. In this regard, the Tax Department is typically involved in one or more of the following capacities:
- Advising clients regarding the tax implications associated with the issuance and restructuring of tax-exempt obligations.
- Negotiating tax indemnity agreements in tax-sensitive transactions on behalf of clients involved in leasing and lending transactions in both domestic and foreign markets.
- Counseling clients with respect to the use of asset securitization vehicles and derivative products.
- Developing new financial products and preparing offering materials addressing federal income tax risks.
- Advising clients regarding the tax implications associated with domestic and cross-border transactions.
- Representing clients in litigation and administrative proceedings before tax authorities.
- Structuring corporate reorganizations, divestitures, mergers and acquisitions in taxable and tax-free transactions.
- Obtaining private letter rulings from the Internal Revenue Service and letters from state taxing authorities resolving or clarifying issues of importance.
- Producing legal memoranda addressing tax issues of interest to clients.
- Consulting with banks and trustees regarding tax reporting and withholding tax concerns.
NO TAX MATTER IS TOO COMPLEX FOR US
In light of the firm's focus on financial transactions and products, Chapman and Cutler's Tax Department has considerable collective knowledge in the following tax areas: corporate and municipal finance; asset securitization (REMICs, lease receivables financings, auto loan receivables financings, tax-exempt obligations, etc.); derivative products (adjustable rate preferred stock, hybrid debt securities, interest rate swaps and other types of notional principal contracts, inverse floating rate securities, foreign currency denominated securities); investment vehicles, such as unit investment trusts and regulated investment companies; tax issues arising in troubled debt restructurings, bankruptcies and workouts; leveraged leasing transactions (various types of equipment, project financings, aircraft and cross-border transactions); issues relating to debt instruments, commodities and futures (original issue discount, high yield securities, U.S. and back-up withholding tax); U.S. tax issues relating to international transactions and business operations; state and local tax issues; joint ventures and partnerships; and general corporate tax representation, including ERISA and pension-related issues.
Taxation Updates
- Client AlertFebruary 4, 2019
In December 2017, Congress added a provision to the tax code that allows some taxpayers to defer some capital gain and eliminate other gain if the taxpayer invests in an Opportunity Zone and certain conditions are met.
- ConferenceJanuary 28-29, 2019
Chapman attorney Paul Carman spoke at the 8th Annual International Bar Association Tax Conference.
- Client AlertNovember 30, 2018
New treasury regulations proposed by the Internal Revenue Service on October 31 significantly diminish the sting of Section 956 for many US corporations that own stock in non-US corporations that have investments in US property.
- Client AlertSeptember 21, 2018
The Internal Revenue Service recently provided excise tax relief for funds taxed as regulated investment companies that were required to increase their gross income because of the new Section 965 transition tax.
- ArticleJournal of International TaxationAugust 2018
As an increasing number of jurisdictions have entered into intergovernmental agreements related to FATCA or agreed to mandate compliance with the OECD common reporting standard, exempt organizations are being asked to classify themselves in subscription agreements and forms provided to the investment vehicles.
- ArticlePratt's Energy Law ReportJuly 2018
On February 9, President Trump signed into law the Bipartisan Budget Act of 2018 which retroactively extended some temporary tax breaks and includes some additional provisions which were left out of the Tax Cuts and Jobs Act of 2017.
- ConferenceJune 14–15, 2018
Chapman attorney Paul Carman spoke at the 11th Annual Tax Planning Strategies US and Latin America Conference, hosted by the American Bar Association and the International Fiscal Association.
- ArticleMay 17, 2018
Under 1991 US guidance, if a non-US partner sold its interest in a US partnership, the selling partner would look through to the business of the partnership and would be required to file a US tax return and pay US tax if the partnership would have had income effectively connected to a US trade or business on a deemed sale of its assets. But that guidance was reversed in a tax court case. Then the US position was reversed again in the Tax Cuts and Jobs Act.
- ArticleJournal of TaxationMay 2018
For non-US individuals and corporations that invest in real estate within the US, the rules that subject their gains to US federal income tax generally are found under Section 897. The Foreign Investment in Real Property Tax Act rules have often been attacked as a disincentive for overseas investors to enter the US real estate market.
- ArticleJournal of Taxation of Financial ProductsMarch 2018
This article describes the impact of the Tax Cuts and Jobs Act on securitization transactions. The article addresses in detail the new limitation on the deduction for business interest expense as well as the requirement that the transferee of an equity interest in a partnership engaged in a US trade or business withhold 10% of the amount realized unless the transferor certifies that it is a US person.
- Client AlertFebruary 13, 2018
Although recent legislation commonly referred to as the Tax Cuts and Jobs Act retained Section 956 of the Internal Revenue Code (and its notorious deemed dividend issue), the enactment of other changes may reduce the impact of Section 956 on taxpayers.
- Client AlertJanuary 3, 2018
On December 22, 2017, President Trump signed into law the most sweeping tax law changes in the last thirty years. Highlights of the new tax reform legislation as they impact individuals are summarized in this Client Alert.
- Client AlertDecember 22, 2017
Overlooked in the many discussions about the new tax laws are the consequences on trusts and estates and the high likelihood trusts and their beneficiaries will see larger income tax bills for the next seven years. This Client Alert focuses on how the tax changes will impact trusts and estates, identify some of the significant uncertainties and provide recommendations for fiduciaries.
- Client AlertDecember 21, 2017
On December 20, Congress passed the act commonly referred to as the Tax Cuts and Jobs Act of 2017. Although no provision of the Act was designed specifically to address securitization transactions, two new sets of rules are likely to have significant effects on at least some securitization transactions
- Client AlertDecember 19, 2017
On December 15, House and Senate conferees reached an agreement on the Tax Cut and Jobs Act and released the final version of the Bill, which is expected to be voted on this week in the House and Senate.
- ArticleReal Estate Finance JournalFall 2017
On August 11, the IRS issued Rev. Proc. 2017-45 which allows publicly offered real estate investment trusts and regulated investment companies to make stock distributions that will qualify for the dividends-paid deduction, if certain requirements are met, and therefore enable a RIC or REIT to meet its minimum annual dividend distribution tests.
- Client AlertDecember 7, 2017
Both the House and Senate versions of the Tax Cuts and Jobs Act include a new provision that would impose an excise tax on the compensation paid by certain tax-exempt organizations if the compensation to a covered employee is more than $1 million.
- Client AlertDecember 6, 2017
Both the House and Senate versions of the Tax Cuts and Jobs Act include a new provision that would impose an excise tax on the compensation paid by certain exempt organizations, including certain state and local governmental entities, if the compensation to a covered employee is more than $1 million.
- Client AlertNovember 15, 2017
On November 2, Representative Brady released the “Tax Cuts and Jobs Act.” On November 9, the Senate Finance Committee released a “Description of the Chairman’s Mark of the ‘Tax Cuts and Jobs Act.’” This summary highlights four provisions in the proposed legislation that will be of particular interest to financial institutions.
- Client AlertNovember 3, 2017
On November 2, Representative Brady released the proposed text of the long-awaited federal income tax reform bill. The bill also includes a provision that appears aimed at subjecting public pension plans to unrelated business taxable income.
- Client AlertNovember 3, 2017
On November 2, Representative Kevin Brady released the proposed text of the long-awaited federal income tax reform bill. The bill also includes a provision that creates a limit on the deductibility of interest. If enacted, this provision could have potentially wide-reaching impacts on securitization transactions.
- Client AlertNovember 2, 2017
On November 2, Representative Brady released the proposed text of the long-awaited federal income tax reform bill. If enacted into law, the bill would eliminate all tax-exempt private activity bonds, tax credit bonds and all tax-exempt advance refunding bonds.
- ArticleEstate Planning Course Materials JournalOctober 2017
In an environment of growing global mobility of many families and heightened regulatory and compliance pressures, many U.S. estate planning advisors are encountering international issues for their clients with increasing frequency.
- Client AlertMay 2, 2017
On May 1, Tax Notes published a flurry of revocations of private letter rulings that had been issued to regulated investment companies. In each of the revocations, at least one of the rulings requested in the original private letter ruling was that the income from a commodity linked note was qualified income for the purposes of Internal Revenue Code § 851.
- Client AlertMarch 31, 2017
The Tax Exempt and Government Entities Division of the Internal Revenue Service announced changes to the information document request process in tax-exempt bond and tax-advantaged bond examinations.
- Client AlertJanuary 18, 2017
On January 17, 2017, the Internal Revenue Service released new safe harbor guidelines for determining whether a management contract results in private business use of property for purposes of the federal income tax rules relating to tax-exempt bonds.
- Client AlertSeptember 2, 2016
On August 22, the Internal Revenue Service released new safe harbor guidelines for determining whether a management contract results in private business use of property for purposes of the federal income tax rules relating to tax-exempt bonds.
- Client AlertAugust 10, 2016
The Internal Revenue Service issued Notice 2016-10 to address foreign tax credits and regulated investment companies. The Internal Revenue Code does not provide guidance on the question of how a RIC should treat refunds of foreign tax when it has made an election to pass the foreign tax credit to its shareholders. Notice 2016-10 begins to address this question.
- ArticleCCH Global Tax WeeklyJune 9, 2016
UCITS are a type of collective investment vehicle and they may be difficult to fit into existing tax and regulatory schemes. Although UCITS were developed to facilitate cross-border investments, the model U.S. and OECD treaties are only recently beginning to effectively address collective investment vehicles.
- Client AlertClient AlertMay 17, 2016
In December 2015, Congress passed the Protecting Americans from Tax Hikes Act of 2015, which extended certain federal renewable energy tax credits for projects that began construction prior to the dates set forth in the Path Act. In response to that extension, the IRS has issued additional guidance with respect to a renewable energy facility’s eligibility to receive these tax credits.
- Client AlertClient AlertApril 4, 2016
The Internal Revenue Service recently released proposed regulations concerning the definition of a “political subdivision” for purposes of tax-exempt financing.
- ArticleBloomberg BNA's Health Law ReporterMarch 24, 2016
On Oct. 27, 2015, the United States Treasury Department and the Internal Revenue Service published long-awaited final regulations that provide welcome guidance to 501(c)(3) health care organizations that are borrowers of qualified 501(c)(3) bonds.
- Client AlertJuly 2015
Private schools that are exempt from federal income taxation must file an annual information return with the IRS concerning their racial nondiscrimination policies. Schools that file the annual information return, Form 990, Return of Organization Exempt from Income Tax may satisfy this annual filing requirement on Schedule E.
- ArticleTaxation of ExemptsJuly/August 2015
Form 5578 is a half-page form simply certifying that a private school has complied with the racial nondiscrimination guidelines set forth by the Internal Revenue Service. The failure of a private school to annually file this form may jeopardize the school's tax-exempt status under Section 501(c)(3).