future-focused

IRS Withdraws Proposed Regulations Related to Nonrecognition Events in Corporate Separations, Incorporations, and Reorganizations (Spinoffs)

less than a minute

Featured Image

The Internal Revenue Service (“IRS”) is withdrawing proposed regulations which would have refined and clarified the rules governing corporate distributions and related transactions under §357, §361, and §368 and required multi-year tax reporting for corporate separations and related transactions (spinoffs). On January 16, 2025, the IRS proposed rulemaking and requested public comment. The comments were predominantly negative with most commenters focused on increased bureaucracy, a lack of clarity and “bright line rules,” and a lack of necessity in an area of tax law that is generally understood by taxpayers and the government alike. Given the negative feedback, the IRS has decided to withdraw the proposed regulations and leave the status quo in place. For further questions regarding this update, contact Liskow attorneys Leon Rittenberg III, Caroline Lafourcade,  John Rouchell, and Kevin Naccari and visit our Tax practice page.

When Online Speech Collides with Louisiana Employment Law

2 minute read

Featured Image

Following the assassination of Charlie Kirk, thousands of people took to social media to react. Some people posted content celebrating or mocking the political commentator’s death.  Others, outraged by these posts, called on employers to take action against the employees who wrote them.

For employers, this presents a difficult legal question: can an employee be disciplined or terminated for offensive online speech about a political figure?  In Louisiana, the answer is more complicated than you might think.

While the First Amendment does not protect employees from discipline by private employers, Louisiana law provides unique safeguards.  Under La. R.S. §§ 23:961–62, no employer with 20 or more employees shall: 

(1) “make, adopt, or enforce any rule, regulation, or policy forbidding or preventing any of his employees from engaging or participating in politics”; 

(2) “adopt or enforce any rule, regulation, or policy which will control, direct, or tend to control or direct the political activities or affiliations of his employees”; or 

(3) “coerce or influence, or attempt to coerce or influence any of his employees by means of threats of discharge or of loss of employment in case such employees should support or become affiliated with any particular political faction or organization, or participate in political activities of any nature or character.”  La. Stat. Ann. § 23:961 (emphasis added). 

Violations can carry fines of up to $2,000 and even potential jail time. 

Against this backdrop, posting about the death of a political commentator – even in a manner employers may find distasteful or inconsistent with their values – could very well qualify as “participat[ing] in political activities of any nature or character,” such that terminating an employee for these types of posts may violate Louisiana law. 

The takeaway for Louisiana employers: disciplining an employee for controversial political online speech can carry significant legal risks.  Before taking action, employers should weigh their options carefully, consider any potential reputational impacts, and consult counsel to navigate this sensitive intersection of workplace culture and state law. 

For more information, contact Liskow employment lawyers Ellie George and Tommy McGoey or visit our Labor & Employment practice page.

D.C. Circuit Expands Ocean Carriers’ Demurrage Billing Authority

less than a minute

Featured Image

In World Shipping Council v. Federal Maritime Commission (D.C. Cir. Sept. 23, 2025), the D.C. Circuit vacated part of the FMC’s 2024 final rule on demurrage and detention billing. The rule had prohibited ocean carriers from billing certain contracting parties (e.g., motor carriers), even where those parties were obligated by contract to bear such charges, yet it allowed ocean carriers to bill consignees regardless of contractual privity. The court held this restriction was “arbitrary and capricious” given the internal inconsistency, noting that “the Commission failed to explain the seeming inconsistency between its contractual-privity-based rationale and its categorical bar against billing motor carriers even when in privity with the billing party.”

As a result, the court vacated all of 46 C.F.R. § 541.4, while leaving the remainder of the billing rule intact. The ruling has significant practical implications, as it gives ocean carriers more flexibility in issuing demurrage and detention invoices.  Ocean carriers can now issue their invoices to multiple parties, inclusive of motor carriers obligated by contract to bear such charges.

The decision can be accessed here.

Louisiana Department of Revenue Explains Sales Tax Cap for Boats Registered in the State

2 minute read

Featured Image

The Louisiana Department of Revenue (the “Department”) published Revenue Information Bulletin 25-024, which clarified the requirements for the newly enacted partial sales tax exemption for boats registered in the state. Under Revised Statute § 47:305.23, boats registered in Louisiana with a combined state and local sales tax due exceeding $20,000 will be able to cap the total liability at $20,000. For the cap to apply, the tax must be paid within 90 days of purchase or importation into Louisiana.

The Department further clarified that “only those accessories that are attached to the boat at the time of purchase are included in the sales prices for the purpose of determining whether the threshold has been met.” The Department lists examples of accessories and items not to be included for purposes of determining the cap on sales tax:

  • Accessories that are not attached to the boat at the time of purchase, such as ladders, anchors, rod holders, and fish finders.
  • General accessories such as gas cans, fishing poles, wake boards, life jackets, fire extinguishers, flares, dock line/rope, and boat covers.
  • Trailers.

If the combined state and local sales tax owed exceeds $20,000, the dealer should not charge or collect sales tax as part of the transaction. Instead, the dealer must include the statement “Subject to Sales Tax Cap” on the receipt or invoice and report the sales as exempt on their sales tax return using code 1331 on Schedule A-1. Additionally, the dealer must advise the purchaser to self-report and pay the state and local sales tax within 90 days using Form 1331, Watercraft Sales Tax Payment Certification. All purchasers of imported boats should file Form 1331 regardless of the amount of sales tax due. For any other items or accessories listed on the invoice with the boat that are not included in the sales price of the boat, dealers must continue to collect and remit sales tax. 

Taxes should be paid to the local tax collector first, and then to the state. For boats purchased within the state, the sale should be sourced to the parish in which the sale was made. For boats imported into the state, the sale should be sourced to the parish in which the purchaser resides. 

Finally, the $20,000 cap will be indexed for inflation every five years, beginning on July 1, 2030. The Department will publish the adjusted caps in Revenue Information Bulletins. For further updates regarding this R.I.B., contact Liskow attorneys Caroline Lafourcade, and Kevin Naccari, Jr. and visit our Tax practice page.

EPA Proposes Key Updates to the GHG Reporting Program: What You Need to Know

3 minute read

Featured Image

On September 16, 2025, the Environmental Protection Agency (EPA or the Agency) announced that it was proposing to amend the Greenhouse Gas Reporting Program (GHGRP) by removing program obligations for most source categories, including the natural gas distribution segment of the Petroleum and Natural Gas Systems source category (Subpart W – Petroleum and Natural Gas Systems), and suspending program obligations for the remaining Subpart W segments until reporting year 2034. 90 Fed. Reg. 44591 (titled “Reconsideration of the Greenhouse Gas Reporting Program”). This proposed rule aligns with EPA’s proposed reconsideration of the 2009 Endangerment Finding and reflects the Agency’s broader deregulatory agenda as a whole.

The GHGRP currently “applies to certain industrial facilities that emit GHGs (primarily facilities emitting at least 25,000 MTCO2e), upstream suppliers of fossil fuels and industrial GHGs, and industries that capture and sequester CO2 as a means of reducing CO2 emissions,” with approximately 8,200 facilities, suppliers, and CO2 injection sites submitting GHG emissions data each year. However, EPA proposes to conclude that, except for the Petroleum and Natural Gas Systems segments in Subpart W, it lacks the authority under the Clean Air Act (CAA) to collect GHGRP data “because the reporting requirements do not serve an underlying statutory purpose.” 

EPA notes that the supposed statutory support for the GHGRP “authorizes the collection of information on a one-time, periodic or continuous basis,” but that “the statute is best read to require a closer nexus between continuous reporting obligations and an underlying statutory purpose, particularly given the Agency’s obligation to take the cost of information collection and reporting into account when taking action.” For most sources subject to the GHGRP, “EPA has provided no clear intention to use the information collected for that industry under the CAA.” In contrast, the CAA’s Methane Emissions Reduction Program specifically requires EPA to impose and collect a waste emissions charge from facilities in all segments of the Petroleum and Natural Gas Systems sector under Subpart W, except from the natural gas distribution segment. Based on an amendment to the CAA in the One Big Beautiful Bill Act, however, the Subpart W segments for which EPA states there is statutory support would not be subject to reporting requirements until 2034.

EPA’s alternative basis for rescinding most of the GHGRP requirements is that its authority is discretionary, “and the Administrator no longer believes the information is necessary to carry out the provisions of the CAA, including relevant rulemaking and enforcement functions.” As part of its alternative rationale, EPA cites the absence of regulatory action on GHG emission rules for most sources.

In addition to criticism from environmentalists who have raised doubts regarding the rationales for the proposed rule, the reconsideration of the GHGRP raises questions for the Carbon Capture and Sequestration industry. This includes how the GHGRP’s reconsideration will impact reporting on industrial emissions that helps inform eligibility for tax incentives such as the 45Q tax credit, which offers a credit for each metric ton of qualified carbon oxide that is captured and sequestered or utilized in accordance with the regulatory framework. EPA mentions in the proposed rule that it “considers the use of GHGRP data for such purposes an additional benefit for these entities that is not required to carry out the Agency’s functions under the CAA,” and that the Agency “believes that information could be provided in different, more efficient, ways.”

EPA is seeking comment on this and other aspects of the proposed rule, and the deadline to submit comments is November 3, 2025.

For more information regarding this topic, contact Liskow attorneys Greg Johnson, Clare Bienvenu, Emily von Qualen, and Colin North, and visit Liskow’s The Louisiana Industrial Insights Hub. 

 

Louisiana Governor Introduces Strategic Economic Development Initiatives

2 minute read

Featured Image

On September 16, 2025, Louisiana Governor Jeff Landry announced several state initiatives designed to give Louisiana businesses opportunities to participate in and benefit from the economic development projects happening across the state. 

At a press conference with his cabinet held at the Louisiana Economic Development’s (LED) office in Baton Rouge, the Governor declared, “These initiatives give our companies the tools, visibility and support they need to compete and win. When Louisiana businesses succeed, Louisiana thrives — and we’re keeping our promise to build a stronger economy for every citizen in every region of our state.” The four major initiatives are as follows:

  • Source Louisiana – A new online directory (available now at SourceLouisiana.com) where Louisiana businesses can promote their services and capabilities in order to help prime contractors and major projects easily identify qualified, Louisiana-based companies.
  • Driving Louisiana Opportunity Tour – A multi-day, multi-stop tour that LED officials will undertake to engage directly with “driver companies” across Louisiana. The tour will showcase the individuals and businesses powering the state’s economy while gathering direct insights into their business needs and opportunities.
  • Project Lightning Speed – A new initiative launched via executive order that aims to streamline government processes related to economic development through designated cabinet-level liaisons and formal interagency coordination, ensuring that projects move “at the speed of business.”
  • Ensuring Louisiana Participation – A directive to LED to review state policies to encourage and promote the use of Louisiana businesses in projects that benefit from state incentives. 

These initiatives are part of the LED’s broader strategic plan and its 9 x 90 Work Plan, which outlines nine key initiatives to be implemented by the end of 2026 to mark LED’s 90th anniversary. LED designed the 9 x 90 Work Plan “to put Louisiana businesses at the center of” the state’s growth strategy, encouraging economic expansion and innovation in Louisiana. LED announced that updates and more details will be publicized for each of the initiatives as they become available.

Stay tuned for the latest updates into each initiative as they develop. For more information regarding this topic, contact Liskow attorneys Caroline Lafourcade, Greg Johnson, Neil Abramson, Clare Bienvenu, and Colin North, and visit Liskow’s The Louisiana Industrial Insights Hub.

These initiatives give our companies the tools, visibility and support they need to compete and win. When Louisiana businesses succeed, Louisiana thrives — and we’re keeping our promise to build a stronger economy for every citizen in every region of our state.

www.opportunitylouisiana.gov/…

LDEQ Issues Proposed Regulations Amending the State’s Voluntary Environmental Self-Audit Program

2 minute read

Featured Image

On August 20, 2025, the Louisiana Department of Environmental Quality (“LDEQ” or “the Department”) published a notice in the Louisiana Register announcing proposed amendments to the regulations implementing the State’s Voluntary Environmental Self-Audit Program. 
LDEQ’s proposed revisions to the self-audit regulations address feedback received from the regulated community and incorporate guidance from the Department on certain aspects of the Voluntary Environmental Self-Audit Program. A few highlights from the proposed regulations include the following:

  • Definitions (LAC 33:I.7005)
    • Codifies a definition of “discovery” or “date of discovery” – “when the owner or operator of a facility has an objectively reasonable basis for believing a violation has, or may have occurred”
    • Explains the phrase “same or closely related violation” by defining it as “a violation that is part of a pattern of noncompliance,” and by defining the term “pattern” as “a series of violations that are due to separate and distinct events within a three-year period at the same facility or unit/process”
  • Program Scope (LAC 33:I.7009)
    • Clarifies that the owner/operator may initiate the self-audit before receiving LDEQ acknowledgment that the Department has received the Notice of Audit form
    • Revises the general timeline in which the owner/operator must disclose the violation(s) from within 45 days after discovery of the violation(s) to within 30 days after the end of the self-audit period, unless an existing law or regulation requires disclosure sooner
    • Provides that owners/operators who cannot complete corrective actions within 90 days after the date of discovery of the violation(s) must submit to the LDEQ monthly progress reports documenting implementation of the corrective actions until their completion
    • Specifies that the 6-month timeframe within which the owner/operator must complete the self-audit begins from the audit commencement date reported in the Notice of Audit form, and provides that extensions of time may be requested with sufficient justification at least 30 days prior to the expiration of the audit period

As LDEQ puts it, the proposed amendments “are necessary to aid in further implementation” of the Voluntary Environmental Self-Audit Program. Comments on the proposed revisions are due October 2, 2025, at 4:30 p.m., and should be sent to William Little, Attorney Supervisor, Office of the Secretary, Legal Affairs Division, P.O. Box 4302, Baton Rouge, LA 70821-4302, by fax (225) 219-4068, or by E-mail to [email protected].
For more updates, visit Liskow’s The Louisiana Industrial Insights Hub.

IRB Provides Clarity on R&E Expenditures Procedure and Republishes Inflation Adjustments for Clean Energy Credit

2 minute read

Featured Image

The Internal Revenue Service (“IRS”) published Internal Revenue Bulletin 2025-38 on September 15, 2025 to provide a synopsis of recently published Revenue Procedure 2025-28 and Notice 2025-38. In light of changes made to the Internal Revenue Code in the One Big Beautiful Bill Act, Revenue Procedure 2025-38 instructs taxpayers on how to make various elections, file amended returns or change accounting methods for certain research and experimental expenditures. 

Additionally, the Revenue Procedure provides transitional rules, modifies a prior Revenue Procedure regarding automatic changes in accounting method for research or experimental expenditures, and grants an extension of time for most taxpayers to file a superseding 2024 federal income tax return. The Revenue Procedure was necessary after the OBBBA created Section 174A, which authorized taxpayers to take immediate deductions for research and experimental expenditures going back to 2022, but left questions unanswered around implementation.

To make a retroactive election to claim research and experimental expenditures for tax years 2022 through 2024, taxpayers must file an original or amended tax return or an Administrative Adjustment Request which includes a statement invoking the election provided for under Rev. Proc. 2025-28. The deadline to make such election is the earlier of July 6, 2026 or the refund statute of limitations for the relevant tax year. Similar guidance applies for Section 280C elections for reduced research credits. 

Taxpayers may also elect for tax periods after December 31, 2024 to maintain the capitalize and amortize regime for deductible research and expenditure costs by including a statement in an original tax return citing the relevant portion of Rev. Proc. 2025-28. The election may provide planning flexibility where NOLs, credit carryforwards, or other tax attributes may make amortization more advantageous.  Finally, taxpayers with a fiscal year beginning in 2024 and ending before Sept. 15, 2025, who filed on time without extension, get an extra six months to file a superseding return if the changes relate to research and experimental expenditures or automatic change of accounting methods.

Notice 2025-38 republishes the inflation adjustment factor and applicable amounts for 2025 for the clean electricity production credit allowable under Section 45Y of the Internal Revenue Code. Section 45Y provides a credit for electricity produced at qualified facilities in the U.S. or its possessions. Section 45Y(c)(2) requires the Secretary of the Treasury to determine and publish in the Federal Register each calendar year the inflation adjustment factor for such calendar year. For 2025, that factor was published on August 25, 2025 in 90 FR 41477. 

For further questions regarding this update, contact Liskow attorneys Caroline Lafourcade and Kevin Naccari and visit our Tax practice page.

Groundbreaking for Louisiana LNG: State’s Largest Foreign Investment Underway

2 minute read

Featured Image

Groundbreaking took place this week on a new liquefied natural gas (LNG) export facility in Calcasieu Parish, Louisiana, purported to be the largest foreign investment in the state’s history. The project – Louisiana LNG – is backed by Australian company, Woodside Energy, and carries an estimated $17–17.5 billion price tag. Construction on the first LNG train is already underway, with more than 22% complete, and the developer anticipates first exports by 2029. Once fully built, the facility could produce up to 27.6 million tonnes per annum of LNG, representing a significant addition to Louisiana’s role in the global export market.

Woodside acquired the project, formerly known as Driftwood LNG, through its $1.2 billion acquisition of Houston-based Tellurian Inc. in 2024. In advance of the final investment decision (FID), Woodside agreed to sell a 40% stake in Louisiana LNG to U.S. infrastructure investor Stonepeak for $5.7 billion. Shortly thereafter, Woodside signed a long-term gas supply agreement with BP to provide natural gas to the project with deliveries scheduled to begin in 2029.

The facility has been the subject of litigation, including challenges to its wetlands permitting. In 2022, Healthy Gulf and the Sierra Club petitioned the Fifth Circuit to review the U.S. Army Corps of Engineers’ issuance of a Clean Water Act Section 404 permit; the court denied the petition in May 2023, ultimately allowing construction to proceed. 

Woodside Energy Group officially broke ground on its $17.5 billion LNG project in Calcasieu Parish this week.

www.1012industryreport.com/…

FTC intends to “vigorously” prosecute employers for unlawful noncompete agreements, calls on current and former employees for help.

2 minute read

Featured Image

Earlier this month, the Federal Trade Commission’s Joint Labor Task Force announced its first ever enforcement action against an employer, Gateway Pet Memorial Services (“Gateway”), ordering it to stop enforcing unlawful noncompete agreements against its employees.  The FTC charged Gateway with using overbroad noncompete agreements that had no individualized consideration for an employee’s role.  It mandated that Gateway cease entering into and enforcing noncompete agreements and agreements prohibiting solicitation of customers (with limited exceptions), and that it notify various employees that they were no longer subject to a noncompete agreement.

Acknowledging the courts’ vacatur of the FTC’s ban on non-compete agreements (which Liskow previously reported on here), Chairman Andrew N. Ferguson, joined by Commissioner Melissa Holyoak, explained that “the Trump-Vance Commission will act as a cop on the beat, enforcing the antitrust laws against unlawful noncompete agreements to protect American workers, rather than trying to legislate them away.”

Indeed, the FTC’s action against Gateway is the first of a “steady stream” of enforcement actions against unlawful noncompete agreements to come.  “Rest assured: today’s action will not be the last,” warned Kelse Moen, Deputy Director of the Bureau of Competition and the co-chair of the Joint Labor Task Force.

Employers should heed this warning, especially because the FTC asked for current and former employees’ help in advancing its aggressive law enforcement efforts.  In a multi-page questionnaire, the FTC asked the public for information on: (1) the specific employers that continue to impose noncompete agreements; and (2) the scope of use of noncompete agreements.  Specifically, the FTC directs the public to answer almost 30 questions to inform its prosecution strategy, including:

  • What is the name of any employer currently known to you to be using employee noncompete agreements?
  • What reason, if any, has the employer given for using noncompete agreements?
  • What are the terms or limitations of the noncompete agreements (such as the duration or geographic scope)?
  • Do the noncompete agreements harm current or former employees who take, consider taking, or would like to take new jobs? If so, how?
  • Are you aware of the employer using non-solicitation or non-recruitment agreements that limit former employees from working with the employer’s former customers or former employees? Can you provide examples?

So, what does this mean for employers?  An FTC challenge to or inquiry about employers’ specific noncompete agreement could be on the horizon.  But that doesn’t mean employers should abandon their noncompete agreements wholesale.  After all, the FTC Chairman acknowledged that noncompete agreements can be lawful and that each should be assessed on a case-by-case basis.  Employers should, however, review and reevaluate their noncompete agreements to ensure that they are no broader than necessary to protect a legitimate business interest and continue to adhere to state-law requirements. 

Liskow employment lawyers Ellie George and Tommy McGoey will continue to monitor the legal landscape in the wake of the FTC’s action and are available to answer any questions regarding this update and to help with reviewing your noncompete agreements. For further inquiries, visit our Labor & Employment practice page.