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IRS Guidance Answers Certain Questions for SPACs on Applicability of Excise Tax, but Some Uncertainty Remains

On December 27, 2022, the IRS released initial guidance on the stock buyback excise tax (“Excise Tax”) enacted as part of the Inflation Reduction Act in August 2022, as discussed in our prior Alert. Notice 2023-2 (the “Notice”) provides interim guidance on which taxpayers may rely pending issuance of regulations, and addresses several ambiguities in the application of the Excise Tax. This Alert discusses the impact of this interim guidance on special purpose acquisition company (“SPAC”) operations and transactions.

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NY State Bar Association Issues Report on Section 457A and Deferred Compensation Paid by Investment Funds and Other Service Recipients


Time to Read: 1 minutes Practices: Tax

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Earlier today, October 5, 2009, the Tax Section of the New York State Bar Association (NYSBA) filed with the US Department of the Treasury, the Internal Revenue Service, and Congress a comprehensive Report on Section 457A, which highlights a number of issues, interpretive matters, pitfalls, and other matters relating to the statute. The Report may become a primary point of reference for many tax advisors dealing with Section 457A.
[Read the Report's Cover Letter] | [Access the Full Report]

Section 457A was enacted last year as a part of the Emergency Economic Stabilization Act of 2008 (commonly referred to as the “recovery” or “bailout” legislation, enacted on October 3, 2008). Section 457A follows Section 409A, enacted several years ago, which became the first comprehensive codification of the rules governing the federal income taxation of nonqualified deferred compensation.

Although initially aimed at reining in substantial deferrals of compensation paid to managers of hedge funds (and other funds), Section 457A as ultimately enacted has grown in scope, potentially covering certain non-U.S. operating companies and domestic investment funds, among others. (See Ropes & Gray's previously issued alerts regarding Section 457A, including IRS Releases Further Guidance Affecting Offshore Hedge Fund And Other Pooled Investment Vehicle Deferrals, Bailout Bill Contains Many Tax-Related Provisions, and Congress Blocks Offshore Hedge Fund Deferrals.)

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