• • V. Rules are Additive. The earnings stripping rules will generally apply in addition to, and not in lieu of, existing common law debt/equity and other principles (e.g., the economic substance doctrine and the existing earnings stripping rules of Section 163(j) of the Code). Blocker Companies. The IRS has requested comments on whether similar earnings stripping principles should be applied to debt instruments issued by a blocker company. Impact of Regulations While many of the rules in the Regulations are not unexpected due to the two prior Notices, the impact of the Regulations is likely to be significant and should be carefully considered in assessing the merits of any potential inversion or related-party debt issuance. * * * * * If you have any questions about the issues addressed in this memorandum or if you would like a copy of any of the materials mentioned, please call or email Benjamin J. Cohen at 212.701.3853 or bcohen@cahill.com, Craig Horowitz at 212.701.3856 or chorowitz@cahill.com, or Jay Geiger at 212.701.3195 or jgeiger@cahill.com. This memorandum is for general information purposes only and is not intended to advertise our services, solicit clients or represent our legal advice. 80 Pine Street | New York, NY 10005 | t: +1.212.701.3000 | f: +1.212.269.5420 | Cahill.com 7 .