The month of May was a busy one for the IRS, as the agency has been hard at work releasing new guidance and rules regarding energy tax credits. In Notice 2023-38, the IRS provides detail on how the “domestic content” tax credit rate adder can be satisfied. Notice 2023-44 offers guidance on the application process for the advanced energy project tax credit outlined in Section 48C. These notices are both intended to provide interim guidance until the IRS can publish proposed regulations on these topics. Finally, proposed rules (REG-110412-23 RIN 1545-BQ81) have been introduced to further clarify the procedures and criteria for applying for allocations to receive increased tax credits for solar and wind facilities in low-income communities. Despite the push, there are still a number of energy tax credit issues that remain outstanding, which range from the ministerial (e.g., publication of unemployment rates for the purposes of complying with the “energy community” adder) to those issues that are highly material to the success of the legislative goals intended by the Inflation Reduction Act (e.g., publication of guidance as to transferability of tax credits).

Domestic Content Adder – Additional Guidance via Notice 2023-38

Notice 2023-38 addresses the “domestic content” tax credit rate adder, which allows taxpayers to increase the base energy tax credit by 2% or 10% — assuming certain prevailing wage and apprenticeship requirements are met — for certain energy-related production and investment tax credits under Section 45, 45Y, 48, and 48E. Generally speaking, the domestic content adder is satisfied if (1) 100% of any steel or iron used in a project and at least 40% — or 20% if off-shore wind projects — of any manufactured product which is a component of a project, as of the completion of construction, was produced in the U.S. (the “Domestic Content Requirement”) and (2) certification as to compliance with the Domestic Content Requirement is timely and properly filed with the IRS. The notice provides guidance on the specific criteria that must be satisfied to meet the Domestic Content Requirement, with some of the more notable clarifying items listed below:

  • Clarification as to what types of components qualify for the Steel or Iron Requirement (e.g., steel/iron materials that are structural in function, as opposed to non-structural functions of manufactured product components such as nuts and bolts).
  • Clarification and examples as to how the “Adjusted Percentage Rule” applies with respect to the Manufactured Product Requirement when an applicable project contains both U.S. Manufactured Components and Non-U.S. Manufactured Components — and how to determine if a manufactured product is of U.S. origin.
  • A Safe Harbor for categorizing common project components is subject to either the Steel or Iron Requirement or the Manufactured Product Requirement.
  • Guidance as to how retrofitted projects can nonetheless satisfy the Domestic Content Requirement by following the “80/20 Rule” (i.e., the fair market value of the used property is not more than 20% of total value and the new property otherwise satisfies the Domestic Content Requirement).

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Photo of Dave J. Bartoletti Dave J. Bartoletti

Dave draws on his experience as a deal lawyer and former Big Four accountant to advise companies, business owners, and investors on business and tax matters arising during key events in the life cycle of a business, including formation, joint ventures, capital raising…

Dave draws on his experience as a deal lawyer and former Big Four accountant to advise companies, business owners, and investors on business and tax matters arising during key events in the life cycle of a business, including formation, joint ventures, capital raising transactions, and mergers and acquisitions.

Mergers, Acquisitions, and Restructurings

Dave advises companies and investors in the acquisition, sale, and restructuring of businesses. His deal experience includes representation of strategic buyers, family-owned businesses, and publicly traded clients across industries and capitalization in connection with the purchase (and sale) process. Dave has also advised private companies undertaking recapitalization transactions in order to adapt to changing market conditions, obtain new sources of financing, facilitate future purchases or sales business lines, and to better structure employee equity incentives.

In addition to representing clients who are parties to mergers and acquisitions transactions, Dave frequently assists underwriters in identifying and assessing risk in transactions in which the buyer or seller is seeking transaction insurance such as representations and warranties insurance and tax insurance policies.

Transactional Tax

Dave assists for-profit and tax-exempt entities and individuals across industries to ensure new businesses, ventures, acquisitions, and capital raising activities can achieve their business goals in the most tax efficient manner available. Representative transactions include serving as tax counsel for private funds, their sponsors, and investors in fund formation, structuring and wind-down transactions, and serving as tax counsel for strategic buyers and family-owned sellers undertaking tax-driven transactions such as tax-free reorganizations, spin-offs, investments in qualified small business stock and structuring deals to obtain qualified opportunity zone tax benefits. Dave advises private funds, multinational corporations, strategic buyers, and publicly traded clients in forming, maintaining, buying and selling, and investing in real estate investment trusts (REITs).

Photo of Christopher T. Tassone Christopher T. Tassone

Chris is a business and tax lawyer in Taft’s Cincinnati office. Chris serves as outside general counsel to small and medium-sized businesses, advising on corporate governance and strategic transactions.

In his tax practice, Chris counsels individuals and businesses on a wide range of…

Chris is a business and tax lawyer in Taft’s Cincinnati office. Chris serves as outside general counsel to small and medium-sized businesses, advising on corporate governance and strategic transactions.

In his tax practice, Chris counsels individuals and businesses on a wide range of issues including audit support, incentives, transactional planning, and tax litigation. He represents clients with tax controversy matters before the Internal Revenue Service, state taxing authorities, and various localities across the U.S. Additionally, Chris has extensive experience advising companies, founders, and investors with compliance and planning opportunities involving IRC Section 1202 qualified small business stock (QSBS).

Prior to joining Taft, Chris was an attorney at a prominent U.S. law firm with a presence in the Midwest and South, and he also worked as a tax consultant at Ernst & Young, LLP.

Chris earned his J.D. from The Ohio State University Moritz College of Law, where he was a law clerk in the University’s Office of Business and Finance. He received his B.A. from the University of South Carolina. Active in the local and legal community, Chris is a board member and secretary of the Center for Respite Care and an officer of the Cincinnati Bar Association’s Tax Law and Corporate Law Committees, respectively.

Photo of Javan A. Kline Javan A. Kline

Javan represents clients in sophisticated tax and corporate matters.

He advises clients on a wide variety of federal, state, and local tax matters including income tax, corporate tax, partnership tax, S Corporation tax, and tax-exempt matters. Javan advises clients on tax considerations that

Javan represents clients in sophisticated tax and corporate matters.

He advises clients on a wide variety of federal, state, and local tax matters including income tax, corporate tax, partnership tax, S Corporation tax, and tax-exempt matters. Javan advises clients on tax considerations that arise in various business contexts, including entity formations, ownership structures, restructurings, business succession, mergers & acquisitions, and business exits. He also represents clients in tax controversies before the Internal Revenue Service, the Ohio Department of Taxation, and other taxing authorities.

Additionally, Javan counsels business clients on a variety of corporate and transactional matters, including business formations, corporate governance, contract negotiations, restructurings, mergers & acquisitions, and business exits. He also acts as outside general counsel to closely-held businesses.

An adjunct instructor at the University of Cincinnati, Javan currently teaches tax courses in UC’s business school. He earned his Executive LL.M. in taxation from Georgetown University Law Center and his J.D. from the University of Cincinnati College of Law