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Vol. 73, No. 2 - Winter 2020




Whose Earnings and Profits? What Dividend? A Discussion Based on the Dr Pepper-Keurig Transaction

In July 2018, Dr Pepper Snapple Group, Inc. (“DPSG”) acquired all the stock of the Maple Parent Holdings Corp. (better known as “Keurig”) in exchange for DPSG common stock. The acquisition was unusual in two respects: DPSG paid its shareholders a pre-merger “special dividend” equal to approximately 87% of the stock’s value; DPSG then issued to Keurig’s shareholders DPSG stock equal to approximately 87% of the combined companies’ stock. ...

State and Local Tax


Red States, Blue States: Lessons from the State Death Tax Credit and the “SALT” Deduction

Since 1861, every version of the federal income tax has included a deduction for state and local taxes (often referred to, using a popular tax acronym, as the “SALT deduction”). Since the SALT deduction minimizes the effect of state and local taxes on taxpayers, it offers greater benefits to those living in states that impose the highest tax burden: the high-tax “blue” states. ...

In Memoriam