News & Analysis as of

Closely Held Businesses

Failure To Return Shares Subject To Repurchase Right Supports Conversion Claim

by Allen Matkins on

Closely held issuers often include a repurchase right in their equity award agreements. I expect that in most cases, shareholders will comply with these provisions. When a shareholder doesn’t, the company’s most obvious...more

Corporate Formalities Matter in the Transfer of Shares of Family-Owned Businesses

by Murtha Cullina on

Shares in family-owned businesses are often transferred between family members, whether through a sale or gift during a shareholder’s lifetime or through inheritance after an owner’s death. The parties to such a transfer...more

[Webinar] FCPA Violations – Only a Risk For Big Companies? - April 25th, 1:00pm CST

by Robins Kaplan LLP on

Tuesday, April 25, 2017, 1:00 P.M. CST -- In November, J.P. Morgan paid $264 million to resolve FCPA offenses related to its “Sons and Daughters Program.” Could a small, entrepreneurial company find themselves in similar...more

Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll [Audio]

by Farrell Fritz, P.C. on

The combination of majority rule and lack of exit rights leaves minority members of LLCs vulnerable to oppressive conduct by the majority, yet unlike legislation in most states giving dissolution and buy-out remedies to...more

Are you paying your children too much to work in the family business? The IRS might think so.

by Murtha Cullina on

A United States Tax Court recently issued a decision after trial that should serve as a reminder to management and controlling shareholders of family-owned businesses that salaries or other compensation paid to family-member...more

Avoiding the perils of joint investments in real property - A case study of Cheong Woon Weng v Cheong Kok Leong [2016] SGHC 263

by Dentons on

Often, joint investments in real property present potential pitfalls, especially if the parties are closely related to each other and dispense with the formalities of proper records, which may often be the case. In this...more

Do You Need to Do Business with Your Co-Owner’s Children? It Depends on the Language of Your Agreements.

by Murtha Cullina on

Owners of closely-held businesses, including family-owned companies, often agree to restrict the owners’ ability to later transfer their ownership interests to third parties. Such restrictions prevent one owner from selling...more

Reporting A Closely Held U.S. Corporation’s Overseas Activities

by Farrell Fritz, P.C. on

We have heard a lot about large, publicly-traded U.S. corporations that have parked trillions of dollars overseas to avoid the payment of U.S. income tax. We have heard how the tax system must be seriously broken to have so...more

Stretch out estate tax on business interests

Frequently, heirs of successful entrepreneurs are forced to sell off business interests at “fire sale” prices to help pay federal estate taxes. To alleviate the tax strain, Internal Revenue Code Section 6166 allows heirs to...more

Highlights from the 2017 Heckerling Institute on Estate Planning

by Thompson Coburn LLP on

Each January, the University of Miami hosts the Heckerling Institute on Estate Planning, the country’s largest estate planning seminar. During the seminar, reporters for the American Bar Association’s Real Property Trust &...more

CPAs: Top 10 list for fiduciary income tax returns and planning

by Thompson Coburn LLP on

As we near tax season, below are some tips for CPAs when planning and preparing tax returns for trusts, along with a link to an upcoming webinar on this very topic. ...more

Loans Between Related Entities

by Farrell Fritz, P.C. on

What Was Intended? Over the last thirty years, I have reviewed the income tax returns of many closely held corporations and partnerships. Quite often, on Schedule L (the balance sheet), I will see an entry for “other...more

Beware of Conflicting Interest Transactions in Family Business Management

by Murtha Cullina on

Directors of all corporations – including family owned businesses – owe a fiduciary duty of loyalty to the company. This duty requires a director to put the interests of the company ahead of his or her personal interest and...more

Announcing Must-Have Treatise on Business Divorce Litigation

by Farrell Fritz, P.C. on

There’s little doubt in my mind that “business divorce” has achieved name recognition as a distinct subgenre of commercial litigation whose regular practitioners, by dint of experience dealing in and out of court with the...more

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

by Farrell Fritz, P.C. on

What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

Oppression in the Context of a Closely-Held Corporation: SCC Weighs In

In Mennillo v. Intramodal inc., the first oppression remedy case to reach the Supreme Court of Canada (SCC) since BCE Inc. v. 1976 Debentureholders, the SCC provided clarity on how the oppression remedy operates within...more

Does Sarbanes-Oxley Apply to Government Contractors?

by PilieroMazza PLLC on

Certain government contracts contain representations and warranties which require primes and subs to “comply with all applicable provisions of the Sarbanes-Oxley Act (“SOX”).” Several times, clients have asked which SOX...more

2016 Year-End Estate Planning Advisory

by Katten Muchin Rosenman LLP on

In 2016, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief...more

Why Do You Need a Buy-Sell Agreement for Your Closely Held Company?

by Ward and Smith, P.A. on

Why do you need a Buy-Sell Agreement for your closely held company? In a nutshell, your business partner might die, become disagreeable, or just simply lose his or her mind, and you need a set of rules to resolve the matter....more

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

Proposed Treasury Regulations on Valuation Discounts for Family-Controlled Entities

by White & Case LLP on

IRS Proposals Threaten Valuation Discounts for Family-Controlled Entities - The Treasury Department recently published new proposed regulations ("2704(b) regulations") which, if adopted in their current form, would...more

Estate Planning for Family Businesses

by GableGotwals on

Estate planning for closely held family businesses could be significantly affected by proposed regulations that have been published by the Internal Revenue Service. The IRS proposed regulations and their effect on...more

Trust and Estate: Family Feud — Hollywood May Call It Entertainment But It Is No Laughing Matter for Family Businesses, Part II...

INTRODUCTION - As discussed in Part One of this article, statistics show that most family-owned businesses fail after a generation or two. Specifically, only 30% of family-owned businesses survive the transition from...more

Proposed Regs May Limit US Estate Plan

by Hodgson Russ LLP on

On August 2, 2016, the US Treasury issued long-awaited pro- posed regulations under Code section 2704 that make comprehensive and very significant changes to the valuation of interests in many family-controlled entities for...more

It's Time For Your Buy-Sell Checkup!

by Burr & Forman on

Shareholders, Partners and/or LLC members of any closely-held or family-held company should check the buy-sell formula contained in their Shareholder Agreement (sometimes called a Buy-Sell Agreement), Partnership Agreement or...more

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