Ohio tax forms
Such uncertainty results from the fact that currently, property owned by a debtor that is purported to have been transferred to a special purpose vehicle is considered excluded from the debtor''s estate only when a "true sale" of the assets has occurred under state property law (i. ohio tax forms Flat tax. e. , the risks and rewards of ownership of such property have been transferred to such special purpose vehicle). As a result, law firms are now required to opine as to whether the facts and circumstances of a given securitization qualify as a "true sale. ohio tax forms Free tax software. " Such opinions are based on numerous factual assumptions and an extensive analysis of the case law that has developed in analogous situations over the years; typically, counsel is careful to point out in such opinions that there are no cases directly on point. Consequently, "true sale" opinions are heavily qualified, read more like a legal research memorandum than an opinion normally rendered in a financial transaction and lack the definitiveness which investors typically expect in a securities offering. In addition, there is the danger that a court could wrongly decide whether a sale has occurred. ohio tax forms Tax deductions. For example, it is the prevailing view that this is exactly what happened in Octagon Gas Systems v. Rimmer,4 when the Tenth Circuit held that, because a sale of accounts is subject to Article 9 of the Uniform Commercial Code, a seller of accounts always retains a "legal or equitable interest" in the accounts sold for purposes of Section 541 of the Bankruptcy Code. This caused a tremendous problem for any transferor having operations in those states comprising the Tenth Circuit (which include Colorado, Kansas, New Mexico, Oklahoma, Utah and Wyoming) even though the rating agencies and most, if not all, law firms in the securitization area believed such case to be wrongly decided. It was finally necessary for the Permanent Editorial Board of the UCC to issue a clarifying amendment to Official Comment 2 to Article 9-102 of the UCC. 3 One of the intended effects of the amendment to Section 541(b) of the Bankruptcy Code is to eliminate the possibility of the occurrence of another Octagon situation and to promote greater certainty and consistency in the treatment of transfers in securitizations in all jurisdictions for federal bankruptcy purposes. This would be accomplished essentially by asking whether the required words of "transfer" were used and no longer on whether substantial risks or benefits of ownership of such property had been retained by the debtor or sold to the transferee as a matter of state property law. Rating Agency ConsiderationsAlthough the rating agencies have not yet taken a position on the issues raised by the amendment, it seems that, henceforth, in lieu of a "true sale" opinion, the rating agencies should only require an opinion that simply states that an "eligible asset" has been "transferred" to an "eligible entity" based on assumptions as to the essentially factual determinations required under new Section 541(b)(5) and that such eligible assets would not be included in the property of the transferor''s estate. However, it will still be necessary to form the transferee as a bankruptcy-remote special purpose entity since otherwise there exists a danger that the assets and liabilities of the special purpose entity could be consolidated into the estate of the transferor upon the transferor''s bankruptcy. In such circumstance, new Section 541(b)(5) would not be effective to shield asset-backed and mortgage-backed securities holders from application of the automatic stay provisions contained in Section 362(a)(4) of the Bankruptcy Code. Thus, law firms are likely to continue to be required to deliver "non-consolidation" opinions. It should be noted that while the securitization amendment will govern the way in which assets that qualify for the Section 541(b)(5) exclusion will be treated in the context of a federal bankruptcy proceeding, as noted earlier, it does not purport to supersede state property laws governing what actually constitutes a sale. Specifically, a transaction that otherwise does not constitute a sale for state property law purposes but meets the requirements of the securitization amendment will be excluded from the estate of the transferor for federal bankruptcy purposes and, hence, not subject to the automatic stay provision of Section 362(a)(4). Beyond that, the effect of whether the transferor or transferee actually owns the asset (i. e. whether a "true sale" has occurred) and the ensuing consequences are unclear.
Ohio tax forms
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