Bar Exam Toolbox Podcast Episode 278: Listen and Learn -- Partnership Liability
Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation
Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Why Cannabis Related Businesses Must Consider Legal and Tax Issues
NGE On Demand: Profits Interests: Granting & Receiving with Patty Cain and Josh Klein
Law School Toolbox Podcast Episode 280: Listen and Learn -- Piercing the Corporate Veil
Bar Exam Toolbox Podcast Episode 120: Listen and Learn -- Piercing the Corporate Veil
Byron Egan – Upcoming Release of EGAN ON ENTITIES Third Edition
THE ACCIDENTAL ENTREPRENEUR PART IV
Navigating the LLC Jungle - I Know a Lawyer Podcast
THE ACCIDENTAL ENTREPRENEUR
Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
Episode 20: The LLC's Two Worlds: A Conversation with Professor Peter Molk (Part Two)
Episode 19: The LLC’s Two Worlds: A Conversation with Professor Peter Molk (Part One)
Lowndes Client Corner Podcast Episode 5 - Winter Park Distilling Company Brews One-Of-A-Kind Facility in Winter Park
Investment Management Update – Exit Strategies
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
Starting a business is a thrilling journey filled with excitement, innovation and the promise of potential success. However, choosing the wrong business structure to reach your objectives can set your business on a path to...more
A planning technique that is known to most tax professionals is for an owner of a private company to gift an interest therein to charity prior to a sale. This technique is only of interest to taxpayers who are charitably...more
In March 2024, the Internal Revenue Service (“IRS”) released a new revision to Form W-9. Forms W-9 previously provided or collected do not expire nor need to be refreshed due to the publication of the new revision....more
In Soroban Capital Partners, LP v. Commissioner, the U.S. Tax Court determined that the exception to net earnings from self-employment in Section 1402(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”) ...more
Limited liability companies (LLCs) offer significant tax flexibility – for one thing they can elect to be treated as disregarded entities, partnerships, C corporations, or S corporations, and can even shift between those tax...more
In October 2023, I authored a new White Paper, A Journey Through Subchapter S / A Review of The Not So Obvious & The Many Traps That Exist For The Unwary. This year, in a multi-part article, I intend to take our blog...more
In our continuing series on Section 704(c) of the Internal Revenue Code (the Code) we discuss the application of the remedial method to correct for distortions caused by the ceiling rule. As previously discussed, when the tax...more
In Part 1 of our discussion on Section 704(c) (Part 1) we described the basic idea of how the inherent built-in tax gain or loss on a piece of property contributed to a partnership is allocated to the contributing partner. As...more
Business owners are often attracted to the S Corporation as a hybrid between the entity-level tax planning opportunities afforded by C Corporations and the passthrough nature of a partnership, all while affording a business...more
A common question we receive from founders is whether to organize their start-up business as a corporation or as an LLC. While there are many non-tax-related factors that need to be considered, this is often (at least in...more
Losses Weren’t Always Bad- Most tax advisers are aware that, prior to the Tax Reform Act of 1986 (the “TRA”),[i] the Code placed few limitations on the ability of an individual taxpayer to use deductions from a particular...more
Creating a financial technology (fintech) firm comes with a host of tax considerations and implications. Decisions about the business’s structure, along with the location of both the business itself as well as its employees,...more
What’s in a name? For real estate developers operating in Washington state operating as a “speculative builder” rather than a “prime contractor,” naming matters. Speculative builders are not required to pay retailing business...more
On April 18, join Winstead attorneys Trip Dyer, Ben Gehlbach, Daniel Bell-Garcia, Jacob Loehr, Matt Dzura, and Cole Gearhart, along with Whitley Penn Partner Shea Krachek, for our Real Estate Startup half-day virtual seminar....more
Many senior housing properties are owned by limited liability companies or other entities that are taxed as partnerships for federal income tax purposes. The March 15th deadline for filing federal partnership tax returns is...more
I. Introduction F reorganizations, much like the game of Othello, can take a minute to learn but a lifetime to master. They are often a critical part of structuring the purchase and sale of S corporations. As part of an F...more
The real estate industry – and much of our economy – is at a point where we must shift. With the pace of inflation and interest rate increases, some of those shifts will be large. And those large shifts may challenge the...more
More than two decades ago, the Service announced its intention to consider simplifying the entity classification rules in Notice 95-14. It stated: “The Internal Revenue Service and the Treasury Department are considering...more
The Alter Ego Doctrine and Taxes What is an “alter ego?” The phrase is Latin, translating to “second I,” “another I,” or “other self.” In the federal tax context, the alter ego doctrine comes into play where the IRS...more
What is the right entity for your new business? The default answer is often considered to be a corporation, as it provides the owner with protection from business debts and has a lower 21 percent federal tax rate. The...more
The Internal Revenue Service (IRS) issued Notice 2021-56 - Standards for Section 501(c)(3) Status of Limited Liability Companies as its first attempt to set the standards for a limited liability company (LLC) to become a...more
Internal Revenue Code Section 280G (280G) (commonly referred to as the golden parachute provision) is intended to discourage the payment of excessive compensation to certain shareholders, officers and highly compensated...more
In the senior living area, a taxpayer that is selling a community may look to avoid recognizing gain on the sale by entering into a Section 1031 like-kind exchange with respect to the real estate. The tax rules generally...more
In a recent case before the Fifth Circuit Court of Appeals, the court was faced with the following question: Whether a business owner could be held personally liable for his corporation’s failure to pay taxes. Its answer?...more
On October 21, 2021, the Internal Revenue Service (the “IRS”) released Notice 2021-56 (the “Notice”), which sets forth the additional requirements a limited liability company (“LLC”) must satisfy to obtain a determination...more