FTC Generator Information Document Request (IDR) #2
This IDR requests information and documents regarding the following arrangements identified in response to IDR #1 [list arrangements for which additional information is needed]
Please provide the following information and documents with respect to each such arrangement:
- Provide a narrative explanation of the arrangement, including a description of each step and the timing of each step.
- Provide foreign tax returns, tax receipts, tax rulings, tax ruling requests, all submissions to and communications with foreign tax authorities, foreign tax law opinions and, all other documents regarding foreign tax law relating to the arrangement.
- Describe the circumstances under which the taxpayer first became aware of the arrangement and identify the person(s) who first proposed the arrangement to the taxpayer.
- Provide all proposals, presentations, descriptive material of any kind, legal opinions, diagrams, power point slides, notes, agendas, minutes of meetings or telephone calls and all other documents regarding the arrangement or any aspect of or step in the arrangement.
- State the taxpayer’s purpose for engaging in the arrangement, including all tax and non-tax reasons.
- Provide all documents describing or otherwise relating to the taxpayer’s purpose for entering into the arrangement, including but not limited to, documents relating to the purpose for the arrangement as a whole, the purpose for each of the steps, the purpose for entering into the arrangement in a particular foreign country, the taxpayer’s reason for the size and the timing of the arrangement.
- Provide all documents considered by or prepared by or for the taxpayer in connection with deciding to engage in the arrangement, including presentations, briefing papers, power point slides, spreadsheets and the like. Include (i) all financial projections, including pre-tax and after-tax projections of cash flow, economic profit, gross income, taxable income, receipts, profit, gain, expenses, fees, foreign taxes, interest, loss, or any tax item or tax benefit under US or foreign law, (ii) all valuations and appraisals, (iii) documents relating to analysis of risk and probabilities of projected outcomes, and (iv) documents relating to all assumptions made in the financial analyses described above.
- Provide all corporate minutes, resolutions or other documents relating to consideration and approval of the arrangement by the taxpayer’s Board of Directors, Board Committee or other management of the taxpayer.
- Provide all documents regarding the arrangement that were provided to the persons who prepared the taxpayer’s federal income tax returns for all tax years affected by the arrangement, including tax or legal opinions.
- Provide fully executed, final copies of all contracts or agreements, financial instruments and other transactional documents that relate to every step or component of the structured transaction and any related transactions and a complete closing binder or book for the structured transaction, or any part of it, including the index or list of contents.
The Following Definitions and Instructions Apply to this IDR:
- The word "document” includes all forms of written or recorded information, including e-mail or other electronically stored documents that are in the taxpayer’s possession, custody or control.
- The word “taxpayer” refers to [insert name of taxpayer] its subsidiaries, and affiliates whether owned directly or indirectly, including all successor and predecessor entities or names under which it has done business and all past or present divisions or subsidiaries of any of the those entities, whether or not such subsidiaries or affiliates which are owned directly or indirectly are part of the consolidated group, and all other entities over which the taxpayer exercises legal or effective control.
- The word "person" means any natural person, or group of natural persons or any proprietorship, partnership, corporation, association, organization, joint venture, trust, firm or other governmental body or other form of organization, association or entity or any subunit thereof.
- Requests for information or documents require production of all responsive information or documents in the possession, custody or control of the taxpayer, whether or not located in the United States. The taxpayer is required to make reasonable inquiry to obtain responsive information or documents in the possession, custody or control of third parties.
- All documents produced should be identified by Bates number.
- Production of documents or portions of documents in a foreign language must be accompanied by an English translation.
If the taxpayer does not produce the requested documents or claims that any portion of the documents or information requested is exempt from disclosure based on claims of privilege (including, but not limited to, attorney-client and attorney work-product) or objects for any other reason, the taxpayer is required to produce a copy of the portion of the document considered non-exempt, if any, and an index that for each document withheld contains a detailed description of the material deleted or withheld, identifies the title of the document; the date of the document; the number of pages in the document; the preparer(s) of the document; the person(s) to whom the document is addressed; the person(s) to whom the document was circulated or to whom copies of the document were provided; the subject matter of the document; and the specific privilege ground(s) for the claim(s) of privilege or other defense.
Delivery Instructions for Documents in Electronic Format:
- To the extent documents are stored in computerized, electronic media or other machine-sensible formats, please provide a copy of the electronic file in its native format. For example, if your electronic documents were created and used in Microsoft Word, PowerPoint, etc., do not convert the documents to a different format, such as a Tagged Image File Format (TIFF) or a Portable Document File (PDF), in preparation for producing the documents pursuant to this request. Please provide the documents in an unprotected form that will allow them to be printed, electronically searched, and analyzed.
- Each document produced should be an exact unaltered image, produced as a multi-page, searchable image, such as PDF text mode, that treats each complete document as a discrete file.
- These documents should be produced in read-only form on CD, DVD, or hard drive.
- To ensure readability of any requested document in electronic format, provide the files with an image resolution of at least 300 dots per inch (dpi).
- To the extent that any electronic indexes or other listings relating to the requested documents are created in preparation for submitting them to the Internal Revenue Service, please provide that information with your response to assist in organizing and reviewing the documents.
- For delivery purposes, it is also preferred that the documents be produced and organized with load files from commercially available software, such as Summation, IPRO, Concordance, etc. This request is not intended to seek the submission of a proprietary executable file, nor should it be interpreted to do so.
- If the electronic data provided cannot be read or efficiently searched or processed with commercially available software, then provide copies of any proprietary software necessary to retrieve and analyze the requested documents and data, plus all manuals and similar documents related to using this software.