Amanda H. Nussbaum

Amanda H. Nussbaum is a partner in the Tax Department and also is a member of the Private Investment Funds Group. Her practice concentrates on planning for and the structuring of domestic and international private investment funds, including venture capital, buyout, real estate and hedge funds, as well as advising those funds on investment activities and operational issues. She also represents many types of investors, including tax-exempt and non-U.S. investors, with their investments in private investment funds.

Amanda has significant experience structuring taxable and tax-free mergers and acquisitions, real estate transactions and stock and debt offerings. She also counsels both sports teams and sports leagues with a broad range of tax issues.

Firm/Organization: Proskauer Rose LLP

Blogs: Employee Benefits & Executive Compensation Blog, Not For Profit/Exempt Organizations Blog, Proskauer For Good, Tax Talks

Latest Articles

Not For Profit/Exempt Organizations Blog

New York State Codifies the Johnson Amendment

By Amanda H. Nussbaum, David Miller & Jo Habenicht

November 11, 2019

On October 23, 2019, Governor Andrew M. Cuomo, signed legislation incorporating the federal Johnson Amendment into New York law. As previously described, the Johnson Amendment denies tax-exempt status under section 501(c)(3) of the Internal Revenue Code (the “Code”) to (and imposes excise taxes on) any organization that engages in political campaign activities. The new legislation amended section 1116 of New York Tax Law, which will now deny tax-exempt status for N.Y tax purposes to…

Not For Profit/Exempt Organizations Blog

Proskauer’s 24th Annual Trick or Treat Seminar

By Amanda H. Nussbaum, John Failla, David Pratt, Seth Safra & Laura Fant

November 7, 2019

Proskauer’s 24th Annual Trick or Treat Seminar was held on Wednesday, October 31 and discussed timely topics and best practices specifically tailored to the not-for-profit community. The seminar discussed: Protect Yourself: A Practical Guide to Strategic Risk Management and Insurance How to Solicit a Donor in Fifteen Minutes: The Ultimate Cheat Sheet Compensation and Benefits Update: New Excise Taxes, Litigation, and Other Developments Time to Care: Developments and Trends in Family and Personal Leave Amanda…

Tax Talks

Proposed Regulations Provide Clarity for Qualified Foreign Pension Fund Exception

By Timothy Donovan, Amanda H. Nussbaum, Christine N. Sherman, Martin T. Hamilton & David S. Miller

July 3, 2019

On June 7, 2019, the U.S. Treasury Department (“Treasury”) and the Internal Revenue Service (“IRS”) released proposed Treasury regulations under Sections 897, 1445 and 1446 (the “Proposed Regulations”) regarding the exception for qualified foreign pension funds (“QFPFs”) from taxation under the Foreign Investment in Real Property Tax Act (“FIRPTA”) provisions of the Internal Revenue Code of 1986, as amended (the “Code”).[1] This exception was added to the Code pursuant to the Protecting Americans from…

Tax Talks

Final IRS Regulations Sync Section 956 with TCJA Participation Exemption – Limits “Deemed Dividends” for U.S. Corporate Shareholders of CFCs

By Martin T. Hamilton, Richard M. Corn, Malcolm Hochenberg, David S. Miller, Jeremy Naylor & Amanda H. Nussbaum

May 30, 2019

Implements 2018 Proposed Regulations, ending most limitations on investments in U.S. property, as well as pledges and guarantees by CFCs wholly-owned by U.S. corporations – also provides PTI guidance for CFC shareholders. EXECUTIVE SUMMARY In anticipated and important guidance, the U.S. tax authorities have issued final regulations under I.R.C. Section 956 (the “New 956 Regulations”).[1] The New 956 Regulations are intended to eliminate, in most situations, the “deemed-dividend” issue with respect to controlled foreign corporations…

Tax Talks

Section 1446(f) Proposed Regulations: Key Guidance on Partnership Interest Transfers by Non-U.S. Persons

By Jeremy Naylor, Martin T. Hamilton, David S. Miller, Amanda H. Nussbaum, Matthew Pincus, Xiaoyang Ma, Jeanette Stecker, Stephen Severo, Jean Bertrand, Scott S. Jones, Mary B. Kuusisto, Arnold P. May, Jamiel E. Poindexter & Stuart Rosow

May 22, 2019

On May 13, 2019, the U.S. Internal Revenue Service (“IRS”) and Treasury Department published proposed regulations providing guidance on the rules imposing withholding and reporting requirements under the Code[1] on dispositions of certain partnership interests by non-U.S. persons (the “Proposed Regulations”). The Proposed Regulations expand and in important ways modify earlier Notice 2018-29[2] on dispositions of non-publicly traded partnership interests.[3] Unless otherwise specified, this post focuses on the aspects of the Proposed…

Tax Talks

The Second Set of Proposed Opportunity Zone Regulations

By David S. Miller, Jean Bertrand, Sejin Park, Sean M. Webb, Amanda H. Nussbaum, Ira G. Bogner, Richard M. Corn, Martin T. Hamilton, Malcolm Hochenberg, Scott S. Jones, Mary B. Kuusisto, Arnold P. May, Jeremy Naylor, Alan Parnes, Jamiel E. Poindexter & Stuart Rosow

April 30, 2019

Introduction On April 17, 2019, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued a second set of proposed regulations (the “Proposed Regulations”) under section 1400Z-2 of the Internal Revenue Code (the “Code”) regarding the qualified opportunity zone program, which was enacted as part of the law commonly referred to as the “Tax Cuts and Jobs Act” (“TCJA”).[1] The Proposed Regulations are very taxpayer friendly,…

Tax Talks

Players, Staff and Draft Picks May be Traded Tax-Free Under New Safe Harbor

By Alan Parnes, Amanda H. Nussbaum, Christine N. Sherman, Jon Oram, Malcolm Hochenberg & Richard M. Corn

April 25, 2019

On April 11, 2019, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2019-18, creating a safe harbor that allows professional sports teams to treat trades of personnel contracts (including contracts for players, coaches and managers) and draft picks as having a zero value for determining gain or loss recognized for federal income tax purposes if certain requirements are met.[1] While the safe harbor applies to trades entered into after April 10,…

Tax Talks

Proposed FDII Regulations under Section 250

By David S. Miller, Sean M. Webb, Elizabeth Johnston Wytock, Amanda H. Nussbaum, Stuart Rosow, Richard M. Corn, Michael Fernhoff, Martin T. Hamilton, Malcolm Hochenberg, Scott S. Jones, Mary B. Kuusisto, Arnold P. May, Jeremy Naylor, Alan Parnes & Jamiel E. Poindexter

April 22, 2019

I. Introduction. On March 4, 2019, the Internal Revenue Service (the “IRS”) and the Department of the Treasury (the “Treasury”) released proposed regulations (the “Proposed Regulations”) regarding the deduction for “foreign-derived intangible income” (“FDII”) under section 250 of the Internal Revenue Code.[1] Section 250 was enacted in 2017 as part of the tax reform act.[2] Very generally, section 250 provides domestic corporations with a reduced effective 13.125% tax rate on FDII, which is…

Not For Profit/Exempt Organizations Blog

Parsonage Exclusion Found by Seventh Circuit to Be Constitutional

By Amanda H. Nussbaum, Richard M. Corn & Christine N. Sherman

April 3, 2019

On March 15, 2019, the U.S. Court of Appeals for the Seventh Circuit held in Gaylor v. Mnuchin that the tax exemption for “ministers of the gospel” (defined below) under Section 107(2) of the Internal Revenue Code (the “Code”) does not violate the Establishment Clause[1] of the First Amendment and, therefore, is constitutional, overruling the district court decision.[2] In Gaylor, the Freedom From Religion Foundation (the “FFRF”)[3] sued the Treasury Department after…

Not For Profit/Exempt Organizations Blog

Five Excise Tax Tips For Tax-Exempt Employers

By Seth Safra, David Miller, Amanda H. Nussbaum, Steven Weinstein & Damian A. Myers

March 12, 2019

As we have previously discussed, the 2017 tax reform act created a new excise tax under section 4960 of the Internal Revenue Code that will affect many tax-exempt employers. The tax is 21% of certain compensation and can be triggered if an employee receives more than $1 million of compensation or an employee receives certain post-termination payments (“parachute” payments). The tax can apply even if the tax-exempt employer never pays $1 million in compensation. …

Amanda H. Nussbaum

New York State Codifies the Johnson Amendment

Proskauer’s 24th Annual Trick or Treat Seminar

Proposed Regulations Provide Clarity for Qualified Foreign Pension Fund Exception

Final IRS Regulations Sync Section 956 with TCJA Participation Exemption – Limits “Deemed Dividends” for U.S. Corporate Shareholders of CFCs

Section 1446(f) Proposed Regulations: Key Guidance on Partnership Interest Transfers by Non-U.S. Persons

The Second Set of Proposed Opportunity Zone Regulations

Players, Staff and Draft Picks May be Traded Tax-Free Under New Safe Harbor

Proposed FDII Regulations under Section 250

Parsonage Exclusion Found by Seventh Circuit to Be Constitutional

Five Excise Tax Tips For Tax-Exempt Employers

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