On December 5, the Internal Revenue Service issued the final regulations and the 2013 proposed regulations under section 871(m), which address withholding on certain equity-linked notional principal contracts (NPCs) and other financial instruments.  These regulations are targeted at derivatives referencing U.S. stocks in which non-U.S. persons receive a “dividend equivalent” while arguably avoiding U.S. withholding tax but will impact many common corporate transactions, including merger and acquisition transactions and equity based compensation arrangements.  For more information and to read the complete Orrick alert, please click here.  Final Regulations.  Proposed Regulations.