On April 23, 2020, the Treasury Department and the Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) under Section 512(a)(6) of the Internal Revenue Code (the “Code”). Section 512(a)(6) was enacted as part of the 2017 Tax Cut and Jobs Act (the “TCJA”) and requires exempt organizations
Brianna Reed
Brianna Reed is a senior counsel in the firm's Tax Department and a member of the Private Funds Group.
Her practice focuses on tax planning for domestic and international private investment funds, including venture capital, hedge, secondary, funds-of-funds, and other investment partnerships. Brianna counsels sponsors on all types of fund-related transactions and operations, including:
- fund formation and fund-raising;
- fund structuring and internal organization;
- carried interest and other compensation arrangements;
- buy-side secondary transactions and sell-side secondary transactions;
- fund restructurings; and
- portfolio company investments.
She also counsels investors regarding various tax considerations as they invest in private funds and co-investment vehicles. These clients include:
- institutional investors;
- non-U.S. entities;
- tax-exempt organizations;
- U.S. persons making investments outside of the U.S.; and
- regulated investment companies.
Brianna’s pro bono work involves advising non-profit organizations on applying for and maintaining federal income tax exemption, and advocating on behalf of victims of domestic violence and abuse. She received Proskauer’s Golden Gavel Award for excellence in pro bono work in 2019.
Brianna serves on the Steering Committee of Proskauer’s Women’s Alliance. She was also one of a few women selected to be a Protégée for Proskauer’s Women Sponsorship Program, an initiative for high performing midlevel lawyers that champions emerging leaders.
Outside of Proskauer, Brianna is a member of the Taxation Law Section Council of the Massachusetts Bar Association, which educates lawyers in areas of tax law and provides leadership in state tax law changes. She was selected as a fellow for the Massachusetts Bar Association’s Leadership Academy Class of 2021-2022. Brianna is also active in volunteer activities involving educational initiatives.
Prior to joining Proskauer, Brianna was an associate at a premier law firm, where she maintained a broad tax practice, including advising on tax aspects of mergers and acquisitions and other complex business transactions. She also previously worked in the tax department of a major U.S. defense contractor.
IRS Issues New Guidance for Virtual Currency Donations
The U.S. Internal Revenue Service (IRS) quietly added two new questions and answers regarding virtual currency donations to its answers to Frequently Asked Questions on Virtual Currency Transactions (FAQs) on December 26, 2019. The two new answers address the responsibilities of charitable organizations when accepting donations of virtual currency, including…
Simplification of the Net Investment Income Tax for Private Foundations
On December 20, 2019, President Trump signed into law changes to the private foundation excise tax on net investment income under Section 4940 of the Internal Revenue Code.[1]
For purposes of Section 4940, net investment income is the excess of gross income from interest, dividends, rents and royalties (“gross investment income”), plus capital gain net income, over expenses paid or incurred in the production or collection of gross investment income or for the management of property held for the production of gross investment income.[2] Prior to the new legislation, Section 4940 imposed an excise tax of 2% on the net investment income of most domestic tax-exempt private foundations.[3] This tax rate could be reduced to 1% if a foundation made certain charitable distributions during the tax year equal to or greater than the sum of (a) the assets of the foundation for the tax year multiplied by its average percentage payout for the five tax years preceding that year, plus (b) 1% of the foundation’s net investment income for the tax year. In order to qualify for the 1% rate, the foundation also could not be liable for any taxes under Section 4942 (taxes on failure to distribute income) for any of the previous five tax years.
Tax-Exempts May Limit Fund Investments Pursuant to New IRS Guidance on UBTI
On August 21, 2018, the Internal Revenue Service (“IRS”) released Notice 2018-67 (the “Notice”), addressing issues relevant to tax-exempt organizations arising under new Section 512(a)(6) of the Internal Revenue Code (the “Code”), promulgated pursuant to the 2017 U.S. tax legislation that is commonly referred to as the “Tax Cuts and…