C-Corporation

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Tax Me Once - December 2014

A Creative – If Complex – Route to Tax Savings When Going Public For technology and other startups, going public can be doubly taxing—literally....more

(INFOGRAPHIC) Amalgamation of Interests - or How to Ensure You Wasted Time Setting Up Multiple Project Companies

There is a fairly customary practice in real estate development and construction intended to take advantage of the liability protections afforded by the Uniform Limited Liability Company Act. The practice is very...more

Business Entity Alphabet Soup – GP, LP, JV, LLC, C, S, QSSS – What do they mean?

As government contractors, the business universe is likely filled with familiar acronyms. However, one may not be as familiar with the meaning behind the alphabet letters that comprise the different business entities in the...more

Making The Right Choice For Your Business Entity

It has been said that plans are nothing, but planning is everything. Nowhere is this truer than in selecting the most appropriate legal entity for your new business....more

Tax Me Once

For technology and other start-ups, going public can be doubly taxing—literally. “Traditionally, a pre-IPO company is structured as a C corporation, which is legally subject to two tax layers, the first assessed on...more

ESOPs: The Tax Law Provides a Buyer for Your Business

As baby boomer business owners begin to retire, many will want to monetize the value they have created in their businesses. An employee stock ownership plan (ESOP) is one alternative. The ESOP alternative, authorized by the...more

Funds Investing in U.S. Manufacturing Companies: Foreign Investor Considerations

Operators of manufacturing companies, especially those considering a sale or capital raise, should understand investors’ concerns regarding direct investment. Today, investment funds with investors and investments in multiple...more

Summary of IC-DISC Tax Benefits

Interest-Charge Domestic International Sales Corporations (“IC-DISCs”) offer significant potential tax benefits for U.S. companies that export U.S. manufactured products or certain engineering or architectural services with...more

Strategic Growth: Is a Merger of Equals Right for Your Organization?

In today’s complex regulatory and business environment, many community banks are considering either growing through acquisition or selling to a larger institution. As an alternative to these transactions, we are seeing an...more

For Love or Charity – A Charitable Bailout Using Charitable Remainder Trusts for the Sale of a C Corporation

I have personally observed in my professional travels that many taxpayers are reluctant charitable donors. However, we you remind a business owner that they only have three choices when it comes to taxes (1) Pay yourself;...more

Spotlight on Tennessee: Letter Ruling Addresses Treatment of a Section 338(h)(10) Election

Tennessee does not expressly conform to most provisions in Subchapter C of the Internal Revenue Code. Instead, Tennessee's federal corporate income tax conformity is determined based on the "starting point" that Tennessee...more

Proposed Regulations Clarify Definition of “Real Property” for Real Estate Investment Trusts

On May 9, 2014, the Internal Revenue Service and U.S. Department of the Treasury issued proposed regulations (the Proposed Regulations) under Section 856 of the Internal Revenue Code (the Code) to clarify the definition of...more

Tax And Business Planning For Farmers To Avoid Higher Taxes And Loss Of Subsidies

The Agricultural Act of 2014 (aka - the 2014 Farm Bill) has been controversial, to say the least. Among its many changes are an $8 billion cut to the “food stamp” program. The Farm Bill also drastically modifies or ends...more

What Is the Best Legal Structure for Your Start-Up?

The questions that invariably come up for all my start-up clients is: Do I have to form a legal entity, if yes, what kind and why? Entrepreneurs have a number of legal structures available when seeking to capitalize on a...more

Choice of Entity Decision Tree: Choice and Acquisition of Entities in Texas

In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation • General Partnership • Limited...more

Congressional Report May Kill BDC Reform Bill

A congressionally mandated budget report may ring the death knell for proposed legislation that would increase the leverage limit for business development companies (BDCs)....more

"Chairman Camp’s Proposals Place REITs in the Crosshairs"

On February 25, House Ways and Means Committee Chairman David Camp (R. Mich.) proposed a dramatic overhaul of the U.S. tax code (the Code). While the “Tax Reform Act of 2014,” (the Proposals) contains a number of previously...more

Tax Litigation Update: Second Circuit Tweaks its Standard of Review in Tax Cases Involving Mixed Questions of Law and Fact;...

On November 14, 2013, the United States Court of Appeals for the Second Circuit clarified the standard of review for mixed questions of law and fact in a case on review from the Tax Court. The case, Diebold Foundation, Inc....more

IRS Limits Losses Sustained by Trusts

Since 1986, Section 469 of the Internal Revenue Code has imposed limitations on the ability of most taxpayers to offset losses from activities in which they do not materially participate against wages and other non-passive...more

Starting a Business? Start the Right Business.

After many years of working for other people, you’ve decided to strike out on your own and start a small business in your home town. You have the financial means and some initial ideas to get things going, but you are unsure...more

Fiduciary Duties In Oil Patch Deals

I. GENERAL. A. Introduction. In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation •...more

State of the Union - Part 2: Retirement with a Capital R

Overview - Since my last article, I have received some hate mail. Well, not quite literally unless I count the note from Mrs. Nowotny asking me why I forgot half of the items on the grocery list. A number of readers...more

Legislative Update: Business Law

I. GENERAL. A. Introduction. In selecting a form of business entity in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation • General...more

Tax Planning for the “New Normal”

Effective January 1, 2013, the American Taxpayer Relief Act of 2012 (“ATRA”) was enacted into law, finally settling years of debate over the fate of the Bush era tax cuts. On the same day, the 3.8% Medicare Tax on net...more

High Net Worth Family Tax Report, Vol. 8, No. 2 -- May 2013

President’s fiscal year 2014 budget contains numerous tax provisions - President Barack Obama released his proposed budget for the government’s fiscal year 2014 on April 10, 2013, and, not surprisingly, the budget...more

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