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The Treasury Department, in its Fiscal Year 2015 Revenue Proposals (the “Green Book”), has proposed to significantly tighten Section 7874 of the Internal Revenue Code, effective January 1, 2015, reducing the ability of a U.S. corporation or partnership (each, a “U.S. company”) to “invert” or be acquired by a foreign company that is then substantially owned by the U.S. company’s former equity owners. The prospects for the enactment of any significant tax legislation, including legislation relating to Section 7874, in the current year are uncertain at best. The completion of any inversion transactions by December 31, 2014 would avoid the application of these and any similar amendments that Treasury re-proposes in 2015 or later with the same effective date of January 1, 2015.