News & Analysis as of

Transfer of Interest

Joint Tenancy/Survivorship Property Now Severable by Unilateral Acts of Co-Owner

by Butler Snow LLP on

The Tennessee Supreme Court recently ruled that “a joint tenancy with an express right of survivorship can be severed by the unilateral actions of one of the co-tenants.” Darryl F. Bryant, Sr. v. Darryl F. Bryant, Jr., No....more

Assignment of LLC Interest Defeats Standing Despite Alleged Lack of Consideration

by Farrell Fritz, P.C. on

The rules of “standing” in business divorce litigation generally require that the plaintiff have an ownership interest in the business entity at the time of the alleged wrongful conduct and, for derivative claims brought on...more

In Florida, House Bill 805 Will Likely Allow Insurance Policy Transfers

by Carlton Fields on

The Florida Legislature passed House Bill 805, regarding insurance policy transfers. If, as anticipated, the governor signs the bill into law, it will allow insurance companies writing personal lines residential and...more

Transferability Provisions

When drafting governing agreements (“agreements”) for a corporation, partnership or LLC, provisions addressing the transfer of ownership interests (“interests”) are often not given the attention they deserve....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

Filing the wrong articles at Companies House: what is the effect?

by Dentons on

The High Court has had to consider the impact on a company's members of the company filing the wrong version of its articles at Companies House....more

UDRP: An alternative to traditional litigation

by McAfee & Taft on

Imagine for a moment that after investing time and money in branding and marketing your product or service, someone registers a domain name that matches your trademark. Now imagine that the owner of the domain name will only...more

Actually, Hotel Franchise Agreements Are Negotiable

There is a widespread assumption that brand franchise agreements are not negotiable. This assumption is so prevalent that many real estate investors will devote substantial effort to negotiating the terms of a hotel purchase...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

Admission of Fraudulent Intent Is Not Conclusive Evidence of Fraudulent Intent (Sometimes)

by Robins Kaplan LLP on

In a previous blog post, we discussed a situation in which actual fraud could be found where the transferor had the noblest of intentions and had demonstrated no intent to defraud creditors. This week, we address a situation...more

Understanding How Insurance Policy Conditions Apply When There is an Assignment of Benefits

Florida first-party property insurers have seen a dramatic rise in assigned insurance claims. In the typical scenario, an insured assigns her rights to receive insurance proceeds from a loss to a contractor in return for the...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

Successfully Selling Your Business: 4 Tips – No Matter the Buyer

by Gray Reed & McGraw on

Among the growing number of business owners looking to sell their business, JR and Sue Ellen Pawlenty are in the market to sell their company Pawlenty Energy. Recently Tilting the Scales highlighted Successfully Selling Your...more

IRS Proposes Valuation Discount Regulations: Implications for Family-Controlled Businesses

by Goodwin on

IRS issues new proposed rules aimed at eliminating valuation discounts for transfers of interests in family-controlled entities. Clients considering making transfers of interests in such entities should act soon....more

New Treasury Proposed Regulations: Bad for family farms

by Nexsen Pruet, PLLC on

In transferring the ownership of family farms to the next generation, it is common to take advantage of certain valuation discounts in making transfers. The Department of Treasury recently released proposed regulations under...more

Louisiana Partition Agreement: You Can’t Trade What You Don’t Own

by Gray Reed & McGraw on

Square Mile Energy LLC v. Pommier considered this language in a Louisiana partition agreement: “N.B: Included in this transfer are any and all mineral rights, when available, to Roxanne and all surface rights.” Did this...more

Selected Risk Retention Questions and Answers for CMBS Securitizations

by JD Supra Perspectives on

On October 22, 2014, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission, the Federal Housing...more

Newly Released Proposed Regulations under Section 2704 Apply Broadly to Disallow Valuation Discounts for Transfer Tax Purposes,...

Overview - On August 4, 2016, the Treasury Department issued much anticipated proposed regulations under §2704 of the Internal Revenue Code, which, if finalized in their current form, will make very significant changes...more

Proposed Regulations Would Curtail Most Valuation Discounts for Family-Owned Businesses – 2016 Planning Opportunity

by Davis Wright Tremaine LLP on

Recently proposed Treasury Regulations (“Proposed Regulations”), if enacted as proposed, would curtail valuation discounts that currently reduce the value of certain business interests transferred during life or at death for...more

Federally Proposed Rules to Increase Tax Cost of Family-Entity Transfers

by Perkins Coie on

The federal government proposed sweeping new tax rules earlier this month that would dramatically affect family businesses, investment partnerships and other entities.  These rules, which have been widely reported, would...more

Act Now to Avoid Proposed IRS Rules Which Would Eliminate Valuation Discounts for Intra-Family Transfers of Interests in Family...

by Blank Rome LLP on

Action Item: Owners of family businesses and investment entities (such as family limited partnerships, limited liability companies (“LLCs”), and corporations) are urged to consider making transfers of interests in those...more

Practice Aid – A Redlined Version of the Proposed Section 2701 and 2704 Regulations

by Charles (Chuck) Rubin on

These proposed regulations are difficult enough in substance to deal with, without having to piece together the changes that they make to the existing regulations. Maybe there is a redlined version out there already, but I...more

IRS Proposed Regulations Attack Valuation Discounts for Family Transfers — The Clock Is Now Ticking

by Cozen O'Connor on

The U.S. Department of the Treasury and the IRS have just issued anticipated proposed regulations that, if made final, would severely limit the ability of taxpayers to transfer interests in family limited partnerships and...more

IRS Issues Long-Awaiting Section 2704 Proposed Regulations

by Charles (Chuck) Rubin on

In case you haven’t heard, these proposed regulations were issued on August 2. The particular focus is to substantially reduce valuation discounts for transfer tax purposes on minority interests, nonvoting, and limited...more

Proposed Section 2704 Regulations Would Impose Major Restrictions on Valuation Discount Planning

by McGuireWoods LLP on

Long-awaited proposed regulations under section 2704 of the Internal Revenue Code, released on August 2, 2016, would make sweeping and very significant changes to the valuation of interests in many family-controlled entities...more

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