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Shareholders Tax Liability

Gray Reed

Breaking Up Is Not Always Hard To Do—Consider A Tax-Free Corporate Division

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Disagreements happen.  In the corporate context, one or more shareholders may share a different vision for the company than the other shareholders.  Or, there may be acrimony amongst the shareholders for other reasons, as can...more

Alston & Bird

Supreme Court Holding Adds Complexity to Estate Planning

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Keeping it in the family just got more complicated. Our Tax Group studies a Supreme Court decision that left a family with an unexpected estate tax liability related to a share redemption agreement....more

Rivkin Radler LLP

The Supreme Court’s Non-Opinion On The “Realization” of Income – A Lost Opportunity?

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In less than four months, the citizens of the United States will be electing their next President to a four-year term. They will also be deciding which of the two major political parties will “control” the Senate, the House,...more

Miles & Stockbridge P.C.

Supreme Court Case Adversely Impacts Parties to Buy-Sell Arrangements

In a unanimous decision, the Supreme Court of the United States recently determined in Connelly v. U.S. that the value of a life insurance policy must be included in the fair market value of a closely held business for...more

Holland & Knight LLP

Moore Thoughts: An Incremental Opinion from the U.S. Supreme Court

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The U.S. Supreme Court on June 20, 2024, ruled 7-2 that Section 965 of the Internal Revenue Code, as revised by the law known as the Tax Cuts and Jobs Act, is constitutional. The issue presented to the Court in Moore v....more

Mayer Brown

Closely-Held Corporation Buy-Sell Arrangements Upended by Supreme Court in Estate of Connelly

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The Supreme Court has just weighed in on how gift and estate taxes apply with respect to non-cash gifts in Estate of Connelly v. United States. The Court’s opinion closely follows the economics of such arrangements, but...more

Barnea Jaffa Lande & Co.

New Israeli Court Ruling on Artificial Transactions

A recent court ruling in the Shalam Packaging Products Group case addressed claims made by the Netanya tax assessor. The assessor argued the group executed a restructuring solely to reduce its tax liabilities by offsetting...more

Lewis Roca

Supreme Court Decision in Connelly v. United States

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On June 6, 2024, the United States Supreme Court issued its decision in in Connelly, As Executor of the Estate of Connelly v. United States, (602 US ________). The decision involves the application of the federal estate tax...more

Foster Garvey PC

A Journey Through Subchapter S / A Review of The Not So Obvious & The Many Traps That Exist For The Unwary: Part VII –...

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In the S corporation arena, tax advisors generally do not focus much attention on unreasonable compensation. As we delve into the issue in this Part VII of my multi-part series on Subchapter S, it will become apparent that...more

International Lawyers Network

Establishing a Business Entity in Mexico (Updated)

I. General Overview - As of 2020, Mexico has a population of 126,014,024 according to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía). Covers a land area of...more

Rivkin Radler LLP

Shareholder-Transferee Liability for a Corporation’s Income Tax

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Would you be surprised to learn that most shareholders of closely held corporations, and especially those with minority or merely passive interests, believe they cannot be held responsible for the tax obligations of their...more

Hinckley Allen

Converting an LLC to an S Corporation: A Mistake Waiting to Happen

Hinckley Allen on

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

K2 Integrity

Mitigating The Risks Of Introducing Name, Image, And Likeness Rights In College Athletics

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In the world of college athletics, the introduction of name, image, and likeness (NIL) rights on 1 July 2021 revolutionized the landscape for student-athletes, presenting new challenges and opportunities for student-athletes....more

Rivkin Radler LLP

Debtor Corp’s S Election: “Property” in Bankruptcy?

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Uncertain Future- The Congressional Budget Office (“CBO”) recently released some data for the federal government’s 2023 fiscal year. According to the CBO, the federal budget deficit for the year was $1.7 trillion, or...more

Rivkin Radler LLP

ESBTs and the Carryover of S Corporation Losses

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Since 1995 to the present, the LLC has emerged as the entity of choice for the vast majority of entrepreneurs. This form of business entity owes its success to the flexibility and to the tax benefits that it affords its...more

Chambliss, Bahner & Stophel, P.C.

Estate and Succession Planning Considerations for Business Owners

Estate planning is important for everyone but is especially vital for the future success of small businesses. Proactively planning for the death or retirement of business owners removes uncertainty surrounding ownership...more

International Lawyers Network

Establishing A Business Entity In Mexico (Updated)

I. General Overview - As of 2020, Mexico has a population of 126,014,024 according to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía). Covers a land area of...more

Stinson LLP

Owners of a Corporation Pay the Corporation's Expenses; Can Such Expenses be Deducted by the Owners?

Stinson LLP on

As a general rule, a corporation is considered a separate entity from its owner(s). There are a few cases in which a corporate entity is disregarded as an entity separate from its owners, such as when a corporation is set up...more

Venable LLP

Seller Beware - Court Rules That California Can Tax Gain from the Sale of Goodwill

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A California state appellate court recently upheld the trial court's decision in The 2009 Metropoulos Family Trust v. Franchise Tax Board that nonresident shareholders of an S corporation source gain on the S corporation's...more

Rivkin Radler LLP

An S Corporation’s Sale of Real Property Following the Death of Its Shareholder

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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

Rivkin Radler LLP

Reasonable Compensation Meets The Principal Shareholder of a C Corp

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Double Tax- The shareholders of C corporations have long sought legitimate operational and transactional structures by which they may reduce the double tax hit that is realized when such a corporation distributes its...more

International Lawyers Network

Establishing A Business Entity In Mexico (Updated)

I. General Overview - As of 2020, Mexico has a population of 126,014,024 according to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía). Covers a land area of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Build Back Better Act Would Change Monetization Playbook for Tax-Free Spin-Offs

Takeaways - Tax law changes in the Build Back Better Act (BBBA) would limit the amount of value a company could extract in a spin-off by using a debt-for-debt exchange. Companies may be able to achieve most of the...more

Rivkin Radler LLP

New York’s Pass-Through Entity Tax, F Reorgs, and the Sale of An Electing S Corp

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Timing- I had planned to post this piece during the third week of December, a day or so after the exchange between Senator Manchin and the White House sealed the fate of the Build Back Better plan, at least in its current...more

International Lawyers Network

Establishing A Business Entity In Mexico

I. General Overview - As of 2015, Mexico has a population of 119,938,473 according to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía). Covers a land area of...more

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