On October 17, 2023, the Internal Revenue Service (IRS) updated the electronic signature guidance in its Internal Revenue Manual (IRM) to reflect the electronic signature relief that the IRS provided to taxpayers during the...more
In the event of an M&A transaction, many stockholders plan to take advantage of the exclusion from federal taxable income of gain realized from the sale or exchange of “qualified small business stock” (QSB stock). Section...more
6/16/2023
/ Acquisitions ,
C-Corporation ,
Capital Gains ,
Federal Taxes ,
Gain Exclusion ,
Income Taxes ,
Internal Revenue Code (IRC) ,
Investors ,
IRS ,
Mergers ,
Qualified Small Business Stock ,
Shareholders ,
Small Business ,
State Taxes ,
Tax Planning
US Market Review and Outlook -
Venture capital financing and liquidity activity contracted in 2022 from the record-breaking levels of the prior year, in the face of declining equity markets, rising interest rates and...more
4/7/2023
/ Acquisitions ,
Capital Raising ,
Convertible Notes ,
Corporate Financing ,
Early Stage Companies ,
Entrepreneurs ,
Equity Financing ,
Investors ,
Mergers ,
Qualified Small Business Stock ,
Venture Capital
One of the headline tax changes in the Inflation Reduction Act of 2022, Public Law 117-169, is a 1% excise tax on stock repurchases by public companies. New Section 4501 of the Internal Revenue Code applies a non-deductible...more
1/13/2023
/ De Minimus Doctrine ,
Dividends ,
Excise Tax ,
Fair Market Value ,
Inflation Reduction Act (IRA) ,
Internal Revenue Code (IRC) ,
Leveraged Buyout ,
Liquidation ,
Loan buy-backs ,
Reorganizations ,
Stock Repurchases ,
U.S. Treasury
One of the headline tax changes in the Inflation Reduction Act of 2022, Public Law 117-169, is a 1% excise tax on stock repurchases by public companies. Public issuers should be aware that the new tax, which applies beginning...more
On January 12, 2021, the Internal Revenue Service (IRS) and the Treasury Department released final regulations governing the deductibility of certain fines, penalties and other amounts paid to, or at the direction of, a...more
As we reported in COVID-19: Revisiting Shareholder Rights Plans, the turmoil in U.S. equity markets created by the COVID-19 pandemic has resulted in many companies facing depressed stock prices, leaving them vulnerable to...more
The CARES Act’s marquee stimulus provision for small businesses - forgivable loans under the paycheck protection program (“PPP”) - was supposed to come without a tax bill. Or at least that was what Congress seemed to say when...more
On June 21, 2018, the US Supreme Court issued its decision in South Dakota v. Wayfair, Inc., overruling the Quill physical presence nexus test for collection of sales and use taxes by remote vendors. Under the physical...more
A new “centralized partnership audit regime” is now in effect for partnerships, including limited liability companies (LLCs) that are treated as partnerships for tax purposes (which we refer to collectively as...more
In an effort to be competitive with other nations, the Tax Act provides comprehensive reform of the taxation of corporations. In particular, the Tax Act reduces the corporate tax rate from 35% to 21% and repeals the...more
We previously reported to you that the Massachusetts Department of Revenue (DOR) had revoked Directive 17-1 requiring the collection of Massachusetts sales and use taxes by Internet vendors that meet certain sales thresholds...more
We previously reported to you that effective July 1, 2017, Massachusetts would require the collection of Massachusetts sales and use taxes by internet vendors that meet certain sales thresholds in Massachusetts pursuant to...more
The Massachusetts Department of Revenue (DOR) recently issued guidance under which it will require the collection of Massachusetts sales and use taxes by remote sellers that meet certain sales thresholds in Massachusetts....more