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
In Leto v. United States, the taxpayer reincorporated an S corporation business into a C corporation, then the taxpayer later sold the shares in the C corporation and tried to exclude the gain from such sale under section...more
Last week, Sen. Warren reintroduced her “Ultra-Millionaires” wealth tax proposal to the Senate. Query her timing. The measure has the proverbial snowball’s chance in Hell of being enacted by this Congress.Perhaps the Senator...more
The IRS recently provided guidance addressing inadvertent terminations of S Corporation (S Corp) status based on existing provisions in corporate documents that remain after a company makes an S Corp election. This can be a...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER MICHIGAN LAW - I. STANDARD FORMS OF AGREEMENTS - A. Offers to Purchase that are accepted by sellers are the typical form of purchase contract for residential properties....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
Before founders can kick-start operations, bring in customers, or engage investors, they are advised to create a legal entity to pursue such milestones. Establishing a legal entity serves several key purposes: the founder can...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER MICHIGAN LAW - I. STANDARD FORMS OF AGREEMENTS - A. Offers to Purchase that are accepted by sellers are the typical form of purchase contract for residential properties. The...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
Limited liability companies (LLC or LLCs) are an attractive choice of entity for many non-public companies. An LLC is the preferred choice of entity for many advisors, including me, unless the facts warrant something...more
Once you have a business idea, creating a business entity may seem daunting from a legal standpoint. However, setting up your business with thoughtful consideration and guidance will pay off over time, as you can...more
Partnerships are ineligible S corporation shareholders. So, a partnership cannot acquire shares in an S corporation without terminating that corporation’s S election. However, a partnership can still invest in an S...more
Don’t Do It- There are certain generally accepted “dos and don’ts” of which almost every investor is certainly aware. For example, do not put all your eggs in one basket; if an investment seems too good to be true, stay...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER MASSACHUSETTS LAW - I. STANDARD FORMS OF AGREEMENTS - A. Offer to Purchase sets forth buyer’s offer of price, date for closing, contingencies for inspections, financing etc....more
Tax the Rich? A few days ago, an opinion piece that appeared in the Wall Street Journal began as follows: “President Biden’s effort to pass the largest tax increase in U.S. history is based on the verifiably false...more
The House Ways and Means Committee recently released legislative proposals as part of the “Build Back Better” reconciliation legislation that the committee is currently developing (the Proposed Legislation). The Proposed...more
First Step- Last Wednesday, the House Ways and Means Committee approved that portion of the 2022 budget legislation with which it was tasked by the Congressional Budget resolution of August 24. The text of the bill...more
What A Ride- No one anticipated that the Administration’s proposed tax increases would fly through Congress easily – at least no one residing in a state in which the recreational use of marijuana has not been legalized....more
In my practice, I have seen various issues related to a taxpayer’s S election. Corporations potentially jeopardize their S election by unknowingly creating a second class of stock through convertible debt. Corporations,...more
S-Corp tax treatment continues to be a popular choice for many business corporations as they seek favorable tax treatment of business income. The S-Corp status helps a corporation lessen its tax consequences by having income...more
In the Spring of 2018, the Connecticut Legislature adopted a Pass-Through Entity Tax (the “PE Tax”), which imposes a 6.99% tax on pass-through entities (partnerships, limited liability companies and S-corporations). The PE...more
Under the 2017 Tax Cuts and Jobs Act, Congress enacted the new Section 199A 20% profit deduction for owners of pass-through businesses, and which include Subchapter S corporations, LLCs, sole proprietorships, and even certain...more
A limited liability company (an “LLC”) is a business structure created by state statute, but it is not a distinct business entity for tax purposes (like a partnership or a corporation). Instead, businesses structured as LLCs...more