In light of the rapidly changing coronavirus (COVID-19) situation, Troutman Sanders and Pepper Hamilton have postponed the effective date of their previously announced merger until July 1, 2020. The new firm – Troutman Pepper – will feature 1,100+ attorneys across 23 U.S. offices. Read more.
Todd B. Reinstein, a tax partner with Pepper Hamilton, was quoted in the April 22, 2020 Tax Notes Today article, "Loss Carryback Revival Could Prompt M&A Renegotiations."
Before the TCJA, refunds related to transaction-year NOL carrybacks were negotiated in structuring some mergers and acquisitions, and often “sellers would successfully argue that they were entitled to those pre-closing tax refunds from the carrybacks,” Todd Reinstein of Pepper Hamilton LLP said.
Thus, beginning in 2018, sellers with transaction-year losses could only negotiate with the buyer for payment for the use of the NOLs carried forward, Reinstein said.