M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, September 26, 2014

The Joe Frazier left hook

I'm a big fan of sports metaphors. With that, I present Samuel Thompson's New Inversions, the 'Joe Frazier Left Hook,' the IRS Notice, and Pfizer:

Abstract: This article discusses the “New Inversions” many U.S. firms are engaging in, as illustrated by the acquisition by a newly formed Irish holding company of the stock of (1) Endo, a U.S. firm and the real acquirer, and (2) Paladin, a Canadian firm and the real target. The article shows how these transactions are rendering a “Joe Frazier Left Hook” to the Treasury’s “Killer B” regulations even after the issuance by the IRS of Notice 2014-32 on April 25, 2014. The article then explores how “Ali” (a.k.a. Treasury) and the Congress can punch back against these transactions.



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