Wolters
Kluwer Financial Services has released its annual Top 10 Corporate
Actions, a list of the most challenging corporate actions from the past
year.
The tax and legal experts at Capital
Changes, a part of Wolters Kluwer Financial Services that provides
corporate action reporting, tax information and analysis, compile the
annual listing to alert taxpayers and their financial and tax advisors
to corporate actions that have complex or unusual tax consequences.
Corporate actions in the U.S. indicated signs of a somewhat improving
economy in 2010, as some companies emerged from reorganization and
presented common shareholders with distributions.
"Corporate reorganizations can be structured in different ways and for
different reasons,” said John Kareken, senior analyst for Capital
Changes at Wolters Kluwer Financial Services. "However, they
occasionally take a surprising twist that presents special challenges.
And sometimes even simple events may include unexpected complications.”
One form of corporate reorganization that continues to raise special
concerns is the spinoff, or demerger as it’s known outside the United
States. In nontaxable spinoffs, the key question is how to allocate
basis between existing shares and the shares of the new company received
as part of the event. Answering this question becomes particularly
critical in 2011 as the new cost
basis reporting law has now taken effect.
The cost basis reporting law also presents challenges for U.S. taxpayers
invested in foreign companies.
"U.S. investors holding non-U.S. companies have always had to contend
with special tax rules that apply to cross-border transactions, but the
cost basis reporting law is one of the newest concerns,” said Lainey
Duggan, senior analyst for Capital Changes at Wolters Kluwer Financial
Services. "Many foreign companies don’t provide information on how a
corporate event should be taxed under the U.S. Internal Revenue Code,
which presents challenges for U.S. financial services firms that are now
responsible for reporting basis on foreign corporate actions.”
The Top 10 List for 2010 was selected based on voting by Capital Changes
subscribers and corporate actions professionals, as well as other
criteria, such as how widely held the affected security was and how
complex the tax issues were. That analysis shows the following
companies’ corporate actions were especially noteworthy:
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Top U.S. Transactions
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1. Burlington Northern Santa Fe Corp.
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2. Weyerhaeuser Co.
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3. Coca-Cola Enterprises Inc.
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4. Verizon Communications Inc.
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5. General Growth Properties Inc.
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Top International Transactions
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1. Royal Dutch Shell plc
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2. Brasil Telecom S.A.
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3. Cable & Wireless plc
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4. Allied Irish Banks plc
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5. Accor S.A.
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Details about each corporate action and why it is particularly
challenging will be presented during the web
seminar "Top 10 Corporate Actions of 2010,” which will be held
Tuesday, February 8, 2011.
About Wolters Kluwer Financial Services
Wolters
Kluwer Financial Services is a comprehensive regulatory compliance
and risk management business that helps financial organizations manage
operational, compliance and financial risk and reporting, and improve
efficiency and effectiveness across their enterprise. The organization’s
prominent brands include: FRSGlobal, ARC Logics for Financial
Services, PCi, Compliance Resource Network, Bankers Systems, VMP®
Mortgage Solutions, AppOne®, GainsKeeper®, Capital Changes, NILS,
AuthenticWeb™ and Uniform Forms™. Wolters Kluwer Financial Services
supports its global customers with offices in more than 20 countries and
is a leading worldwide provider of compliance and risk management
solutions for the financial services industry, serving more than 15,000
banking, insurance and securities customers across the globe. Wolters
Kluwer Financial Services is part of Wolters
Kluwer, a leading global information services and publishing company
with annual revenues of (2009) €3.4 billion ($4.8 billion) and
approximately 19,300 employees worldwide. Please visit our website
for more information.
