If given their druthers, most transactional corporate attorneys would prefer to spend their day practicing “happy law,” by which they typically mean transactions that involve capital formation, mergers and acquisitions, joint...more
8/20/2024
/ Board of Directors ,
CEOs ,
CFOs ,
Corporate Dissolution ,
Deficiency Notices ,
Embezzlement ,
IRS ,
K-1 ,
Misappropriation ,
S-Corporation ,
Settlement Agreements ,
Shareholder Distributions ,
Shareholders ,
State Courts ,
Stock Transfer ,
Tax Returns ,
Taxable Income ,
Whistleblowers
Having been swept along for nine days “by the force of the hostile winds on the fishy sea,” Odysseus and his crew came to a strange land. After securing their ships, Odysseus sent some of his “companions ahead, telling them...more
7/18/2024
/ Agribusiness ,
C-Corporation ,
Cannabis Products ,
Controlled Substances ,
Controlled Substances Act ,
DEA ,
Decriminalization of Marijuana ,
Drug Trafficking ,
Illegal Activity ,
Income Taxes ,
IRS ,
Marijuana ,
Marijuana Related Businesses ,
Plant Based Products ,
Recreational Use ,
S-Corporation ,
Schedule I Drugs
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
7/11/2024
/ Apportionment ,
C-Corporation ,
Conservatives ,
Controlled Foreign Corporations ,
Foreign Corporations ,
IRS ,
Moore v US ,
Partnerships ,
Pass-Through Entities ,
Presidential Elections ,
Repatriation ,
S-Corporation ,
SCOTUS ,
Shareholders ,
Sixteenth Amendment ,
Tax Cuts and Jobs Act ,
Tax Deferral ,
Tax Liability ,
Term Limits
An anonymous thinker, lost to history, is credited with having said that the unofficial motto of the IRS is, “We have what it takes to take what you have.” In some instances, the truth of the above statement is manifested in...more
5/30/2024
/ Alter Ego ,
Appeals ,
Audits ,
Bad Actors ,
Bank Accounts ,
Capital Gains ,
Deficiency Notices ,
Income Taxes ,
IRS ,
S-Corporation ,
Sole Proprietorship ,
Summary Judgment ,
Tax Avoidance ,
Tax Court ,
Tax Liability ,
Tax Liens
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
3/26/2024
/ Biden Administration ,
Business Entities ,
Business Income ,
Business Losses ,
Capital Gains ,
Closely Held Businesses ,
Corporate Taxes ,
Federal Budget ,
Federal Taxes ,
Income Taxes ,
Investment ,
Limited Liability Company (LLC) ,
Medicare Taxes ,
NIIT ,
Partnerships ,
S-Corporation ,
Self-Employment Tax ,
Shareholders ,
Tax Deductions ,
Tax Rates ,
Taxable Income ,
U.S. Treasury ,
Wealth Tax
Many of us have encountered variations of the following scenario: a parent owns and operates a business; one or more of their children are employed in the business; as the children mature and become more experienced and...more
2/9/2024
/ Asset Purchase Agreements ,
Business Assets ,
Business Succession ,
Closely Held Businesses ,
Family Businesses ,
Gift Tax ,
Grantors ,
IRS ,
Limited Liability Company (LLC) ,
Non-Compete Agreements ,
S-Corporation ,
Shareholders ,
Stocks ,
Succession Planning ,
Tax Court
Hope you had a good Thanksgiving Holiday. Some of us probably feel we ate or drank either too much or not enough, watched too much or not enough football, or spent too much time discussing politics and the state of the...more
11/29/2023
/ Business Income ,
C-Corporation ,
Consultants ,
Deferred Compensation ,
Directors ,
Employee Benefits ,
Family Businesses ,
Family Members ,
IRS ,
Marketing ,
Personal Liability ,
Rental Property ,
Residential Property Owners ,
Restructuring ,
Retirement Plan ,
S-Corporation ,
Sole Proprietorship ,
Tax Court ,
Tax Deductions ,
Tax Rates
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
10/23/2023
/ Allocation of Funds ,
Bankruptcy Code ,
Bankruptcy Court ,
C-Corporation ,
Chapter 11 ,
Commercial Bankruptcy ,
Congressional Budget Office ,
Debtors ,
Double Taxation ,
Federal Debt Collection ,
Interest Rates ,
Lenders ,
Net Operating Losses ,
Price Inflation ,
Pro Rata Allocation Rule ,
S-Corporation ,
Sale of Assets ,
Shareholders ,
Tax Liability ,
Taxable Income ,
Unsecured Debt
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
9/22/2023
/ Beneficiaries ,
C-Corporation ,
Capital Gains ,
Entrepreneurs ,
Federal Taxes ,
Limited Liability Company (LLC) ,
Net Operating Losses ,
Reasonable Compensation ,
S-Corporation ,
Shareholders ,
Small Business ,
Tax Liability ,
Trusts
Last week, the IRS announced “the start of a sweeping, historic effort to restore fairness in tax compliance by shifting more attention onto high-income earners, partnerships, large corporations and promoters abusing the...more
9/14/2023
/ Artificial Intelligence ,
Balance Sheets ,
Compliance ,
Highly Compensated Employees ,
Inflation Reduction Act (IRA) ,
IRS ,
Limited Partnerships ,
S-Corporation ,
Self Employed ,
Self-Employment Tax ,
Tax Court ,
Tax Debt ,
Tax Evasion ,
Tax Liability ,
Taxable Income ,
Wealth Tax
Do you feel as challenged as I do when someone asks you to explain the term “Bidenomics”? I know that it is predicated upon the imposition of higher taxes on businesses and their owners, which have not yet materialized....more
8/17/2023
/ Business Ownership ,
Buyers ,
Cancellation of Debt (COD) ,
Capital Gains ,
China ,
Debt ,
Fair Market Value ,
Federal Budget ,
Federal Taxes ,
Income Taxes ,
Insolvency ,
IRS ,
Limited Liability Company (LLC) ,
Recessions ,
S-Corporation ,
Startups ,
Tax Court ,
Third-Party
Faulty Framework?
The question posed above is not intended to be rhetorical. Rather, it is one that the owners of a closely held business should consider thoroughly before transferring or committing any business assets to...more
8/4/2023
/ Charitable Donations ,
Charitable Organizations ,
Charitable Trusts ,
Closely Held Businesses ,
Fair Market Value ,
Family Businesses ,
For-Profit Corporations ,
IRS ,
Nonprofits ,
Public Charities ,
S-Corporation ,
Tax Court ,
Tax Deductions
What Was Intended?
Transactions between commonly controlled, closely held businesses are often conducted in an informal manner. This is unfortunate because, in the absence of documentation, it is sometimes difficult to...more
7/20/2023
/ Bad Debt ,
Capital Assets ,
Capital Contributions ,
Closely Held Businesses ,
Creditors ,
Debt ,
Debtor-Creditor ,
Deductions ,
Equitable Contribution ,
Equity ,
Fair Market Value ,
Fund Transfers ,
Investment ,
IRS ,
Loans ,
Ownership Interest ,
Real Estate Development ,
S-Corporation ,
Secured Debt ,
Tax Court ,
Tax Liability ,
Tax Returns
The Budget and Accounting Act of 1921 established the requirement that the President submit a budget to Congress for the upcoming fiscal year. Among other things, the proposed federal budget affords the President an...more
3/13/2023
/ C-Corporation ,
Capital Gains ,
Estate Tax ,
Federal Budget ,
Gift Tax ,
Grantor Retained Annuity Trusts (GRATs) ,
Grantor Trusts ,
IRS ,
Joe Biden ,
NIIT ,
S-Corporation ,
Tax Deferral ,
Tax Increases ,
Tax Rates
Have you ever wondered whether you were barking up the wrong tree? That the solution to a problem may be found, not in the approach to which you were already committed and invested, but in an altogether different direction?...more
3/9/2023
/ Adjusted Gross Income ,
Business Expenses ,
Closely Held Businesses ,
Foreign Corporations ,
Income Taxes ,
IRS ,
Joe Biden ,
Partnerships ,
S-Corporation ,
Self Employed ,
Tax Court ,
Tax Evasion ,
Tax Increases ,
Wealth Tax ,
Wire Transfers
The Key Person-
The closely held corporation is often a fragile creature. Too often, its continued success and well-being are overly dependent upon the continued involvement of one individual – namely, the founder and...more
11/3/2022
/ Closely Held Businesses ,
Estate Tax ,
Grantor Trusts ,
IRS ,
Marital Trusts ,
Revocable Trusts ,
S-Corporation ,
Shareholders ,
Successors ,
Surviving Spouse ,
Testamentary Trust ,
Trusts
At different times over the course of the last thirty days or so, I have seen reports describing various plans to increase income taxes and/or wealth taxes on the “rich” that have either been endorsed or proposed by the likes...more
10/26/2022
/ Board of Directors ,
China ,
General-Business ,
Governor Newsom ,
Income Taxes ,
IRS ,
Limited Liability Company (LLC) ,
S-Corporation ,
Shareholder Distributions ,
Shareholders ,
Wealth Tax
“Show Me the Money”-
Much has been written in recent months about how well the investment portfolios of private foundations have performed over the last several years.
For example, a study conducted by the Council on...more
10/12/2022
/ Bipartisan Budget Act ,
Business Income ,
C-Corporation ,
Charitable Organizations ,
Closely Held Businesses ,
Distribution Rules ,
Donor-Advised Funds (DAFs) ,
Internal Revenue Code (IRC) ,
Investment Portfolios ,
IRS ,
Private Foundations ,
Required Minimum Distributions ,
S-Corporation ,
Tax Deductions ,
Tax Liability
Constructive Transfers-
It is axiomatic that the tax treatment of interactions between a closely held business and its owners will generally be subject to heightened scrutiny by the IRS, and that the labels attached to such...more
9/27/2022
/ Business Expenses ,
Business Taxes ,
C-Corporation ,
Closely Held Businesses ,
Deductions ,
Investment ,
IRS ,
Parent Corporation ,
Personal Exemptions ,
S-Corporation ,
Shareholders ,
Tax Court ,
Tax Deductions
Tax Alchemy?
How many of you remember Section 138509 of the Ways and Means Committee’s markup last September of what would have been the Build Back Better Act? (A moment of silence, please.) Allow me to jog your memory....more
7/26/2022
/ Capital Gains ,
Domestic Partnership ,
Fair Market Value ,
IRS ,
Like Kind Exchanges ,
Partnerships ,
Pass-Through Entities ,
Property Owners ,
S-Corporation ,
Shareholder Distributions ,
Shareholders ,
Stocks ,
Tax Deferral ,
Taxable Exchanges ,
Ways and Means Committee ,
Wealth Tax
“Summertime and the Living” Isn’t Easy-
Summer in the New York Metro Area can be challenging. Some would say it sucks. It gets really hot. When it rains, it pours – no spritz here. The humidity is oppressive. Ironically, a...more
7/20/2022
/ Administrative Law Judge (ALJ) ,
Audits ,
Business Licenses ,
Business Ownership ,
Cannabis Products ,
Cannabis-Related Businesses (CRBs) ,
Cost-of-Living Adjustment (COLA) ,
Domicile ,
Financial Statements ,
Florida ,
Homestead Exemption ,
Income Taxes ,
Information Document Requests ,
New York ,
Non-Residents ,
Online Gaming ,
Price Inflation ,
S-Corporation ,
Sports Betting ,
State Budgets ,
State Taxes ,
Stock Markets ,
Tax Increases ,
Tax Revenues
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
5/31/2022
/ Capital Losses ,
Corporate Taxes ,
Debt ,
Estate Planning ,
Fair Market Value ,
Installment Agreements ,
Intangible Property ,
Investment ,
Investors ,
Limited Liability Company (LLC) ,
Liquidation ,
Partnerships ,
Related Parties ,
S-Corporation ,
Sale of Assets ,
Shareholders ,
Stocks ,
Tangible Property ,
Tax Liability
“Would I ever leave this company? Look, I’m all about loyalty. In fact, I feel like part of what I’m being paid for here is my loyalty. But if there were somewhere else that valued loyalty more highly, I’m going wherever they...more
2/11/2022
/ Closely Held Businesses ,
Compensation ,
Corporate Officers ,
Directors ,
Employee Stock Purchase Plans ,
Equity ,
ESOP ,
Fair Market Value ,
Family Businesses ,
Forfeiture ,
IRS ,
Limited Liability Company (LLC) ,
Partnerships ,
S-Corporation ,
Tax Court ,
Tax Shelters ,
Trustees ,
Vested Benefits
Taxes and Snowy Weather?
How many of you awoke Saturday to find that the winter storm about which we had heard so much during the preceding days had lived up to its hype? What was your first thought? “Fudge,” right?...more
2/4/2022
/ C-Corporation ,
Income Taxes ,
IRS ,
Liquidation ,
New York ,
Partnerships ,
Pass-Through Entities ,
S-Corporation ,
State Taxes ,
Tax Authority ,
Tax Deductions ,
Taxable Income ,
Unincorporated Business Tax (UBT)
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
1/4/2022
/ Business Assets ,
Closely Held Businesses ,
IRS ,
Limited Liability Company (LLC) ,
New York ,
Partnerships ,
Pass-Through Entities ,
Private Equity ,
QSub ,
Reorganizations ,
Revenue Procedures ,
S-Corporation ,
SALT ,
Shareholders ,
Tax Increases ,
Tax Liability ,
Transfer Taxes