There are several hurdles to collecting money from a third party. Taxpayers like the fact that the courts have often been hard for the IRS to convince in those cases. One particular type of ...transferee liability case involves so-called Midco transactions. In one sense, they are simple M&A deals. In another sense, they are tax shelters. These Midco transactions were long ago listed and disfavored. Nevertheless, the large number of deals that were consummated in their heyday left extant tax liabilities. That means transferee liability. The IRS has long ago successfully attacked such transactions in Notice 2001-16, 2001-1 CB 730. It has pursued the promoters and participants in the deals wherever it can. One of the few sources of comfort to the person facing transferee liability assessments is that the IRS often has a hard time making its case.
Typically, a Midco entity buys the stock from the selling shareholders, sells assets to the buyer, and covers the asset-level tax. The IRS made its position about such transactions clear, ...immortalizing their status in Notice 2001-16, 2001-1 CB 730. The IRS targeted intermediary shelters by laying out the archetypal fact pattern. It involves a seller who wants to sell the stock of a corporation, a buyer who wants to purchase the assets, and an intermediary corporation. The seller sells the target stock to the intermediary. The intermediary, in turn, sells the assets to the buyer. Generally, the intermediary has tax losses or tax credits. The target corporation and the intermediary thereafter file a consolidated return to make use of these losses or credits against the corporate-level gain triggered on the sale. There are several variations on this theme. Notice 2001-16 warns that the IRS views this as a Midco or intermediary shelter. This transaction and substantially similar ones are listed transactions.
The purpose of this study was to evaluate the effect of light curing methods on the marginal sealing and cavity wall adaptation of resin composite restorations, and on the hardness at the top and ...bottom surfaces of a body of resin composite. Cylindrical cavities, 1 mm deep and 3 mm in diameter (C-factor=2.3) were prepared on flat bovine dentin surfaces. The teeth were restored with UniFil Bond adhesive system followed by UniFil S composite. The resins were cured with NEW LIGHT VL-II (VL-II) and Co-bee (CB) curing lights; Group 1: VL-II 700 mW/cm2 for 60 5, Group 2: CB 730 mW/cm2 for 60 5, Group 3: CB 210 mW/cm2 ramped to 700 mW/cm2 over 5 s + 700 mW/cm2 for 55 s. After thermocycling, dye penetration tests around the cavity margin and cavity wall adaptation on cut surface were carried out. Dye penetration length was calculated as a percentage of the total cavity wall length. Composite specimens of 2 mm and 3 mm thickness were polymerized in Teflon molds with three curing lights, and then the top and bottom surfaces hardness were measured using Knoop hardness tester. The ramped curing significantly improved marginal sealing of resin composite restorations. This curing method caused accelelrating the hardening at the bottom surfaces of the resin composite.
Notice 2008-20, 2008-6 IRB xxx, identifies the components of an "intermediary transaction tax shelter" and the persons who are treated as participants in this shelter, effective as of Jan 17, 2008. ...Notice 2001-16, 2001-1 CB 730, identified the intermediary transaction tax shelter as a listed transaction under Reg 1.6011-4(b)(2). An intermediary transaction tax shelter attempts to avoid the corporate income tax from a sale of assets. After reviewing the disclosure statements and other information, Treasury and the IRS have decided to identify in Notice 2008-20 the components of an intermediary transaction tax shelter. The Service acknowledges that some taxpayers may have filed tax returns taking the position that they were entitled to the purported tax benefits of the types of transactions described in Notice 2001-16. Notice 2008-20 advises such taxpayers to consult with a tax advisor to ensure that their transactions are disclosed properly and to take appropriate corrective action.
