News & Analysis as of

C-Corporation

Troutman Pepper

Summary Overview: 3 Steps to CTA Compliance

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The January 1, 2025, compliance deadline for Corporate Transparency Act (CTA) filings for certain entities that were formed or registered to do business in the U.S. before 2024 is approaching quickly for many business owners....more

Foodman CPAs & Advisors

Pass-Through Entities are Under Scrutiny by IRS

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On 10/22/24, the IRS announced that is has officially commenced operations of the newly established pass-through field operations unit within its Large Business and International (LB&I) division, which was announced last...more

Rivkin Radler LLP

Choice of Entity for a U.S. Business- Passthrough Status Matters Beyond the U.S. Border

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Decisions, Decisions - The owners of a closely held U.S. business will have to make many difficult decisions during the life of the business. Among the earliest of these is the so-called choice of business entity, the...more

Alston & Bird

Plan in Advance: Deferred Revenue Tax Considerations in M&A Transactions

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Our Federal Tax Group discusses the tax treatment of deferred revenue or advance payments in M&A transactions. The tax treatment of deferred revenue differs from the treatment for financial accounting purposes....more

Holland & Knight LLP

A Look at Search Funds and Section 1202 Qualified Small Business Stock

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Search Funds should consider the availability of the tax benefits of Section 1202 in connection with their acquisitions. The upside, if properly structured, can be significant. Section 1202 has gained popularity likely due to...more

Amundsen Davis LLC

Eligibility for Significant Savings From the Sale of Qualified Small Business Stock Under Internal Revenue Code Section 1202

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If you own a small business, you may qualify for significant tax savings under section 1202 of the Internal Revenue Code of 1986, as amended (Section 1202). Owners or investors of certain C corporations (C corps) may be...more

Ankura

The Benefits of Recognizing Personal Goodwill in a Transaction

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There is a little-known asset – personal goodwill – that is present in certain types of businesses and can potentially provide a significant tax benefit when identified as part of a transaction. This article will clarify what...more

Mintz - Tax Viewpoints

F-Reorgs: How Buyers’ and Sellers’ Favorite ‘F Word’ Optimizes M&A and Private Equity Transactions Involving S Corporations

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In M&A and private equity transactions, buyers and sellers are consistently looking for ways to maximize value, which requires a critical focus on structuring the transaction in a tax-efficient manner. This pursuit of tax...more

Greenberg Glusker LLP

Corporate Partner, Eric Perlmutter-Gumbiner, Shares Legal Insights for Beauty, Fashion & Consumer Goods Roundtable

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Corporate Partner, Eric Perlmutter-Gumbiner, shared his expertise on latest developments and trends in the business of beauty, fashion, and consumer goods with Los Angeles Times in their Beauty, Fashion & Consumer Goods...more

Mintz Edge

VC Funds Warehousing Investments: Traps for the Unwary

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One of the challenges facing venture capital firms is how to handle investments in portfolio companies prior to the initial close (“Initial Close”) of a new fund (“New Fund”). Typically, the investment advisor (“VC Advisor”),...more

McDermott Will & Emery

Weekly IRS Roundup August 12 – August 16, 2024

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Check out our summary of significant Internal Revenue Service (IRS) guidance and relevant tax matters for the week of August 12, 2024 – August 16, 2024. ...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 X – Converting a...

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When considering converting a C corporation to an S corporation, tax advisers and taxpayers need to pay careful attention to the many perils that exist. Failure to pay close attention to the road in this area could result in...more

Lippes Mathias LLP

Tax Considerations for Mergers and Acquisitions: Qualified Small Business Stock and its Tax Benefits

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For an active business in the post-Tax Cuts and Jobs Act (TCJA) world of lower corporate tax rates, buyers and shareholders considering a future exit should always consider C corporations and the availability of potential...more

Levenfeld Pearlstein, LLC

“It’s Not Business, It’s Personal”: The Application of Personal Goodwill in Accounting Firm Deals

Personal goodwill refers to the reputation, relationships, and other intangible assets directly attributable to an individual professional rather than the business entity itself. It is especially relevant for professional...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

Allen Barron, Inc.

Preparing to Sell Your Business

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There are several steps to follow when preparing to sell your business. It is important to allow plenty of time for planning and organization, as the process will usually require many months to a year or more. Why does it...more

Bricker Graydon LLP

“S” Corp? Law Change May Make an ESOP More Appealing

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The SECURE 2.0 Act of 2022 (“SECURE 2.0”) made numerous changes to the complex web that makes up U.S. retirement plan laws. Of interest to S corporations that may be considering an employee stock ownership plan (“ESOP”) is...more

Rivkin Radler LLP

Tax Considerations and the Reclassification of Marijuana – We’re Not There Yet

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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

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

Falcon Rappaport & Berkman LLP

How Tax Works - Entity Selection

How Tax Works, hosted by FRB Partner Matthew E. Foreman, Esq., LL.M., delves into the intricacies of taxation, breaking down complex concepts for a clearer understanding of how tax laws impact your financial decisions....more

Mandelbaum Barrett PC

Choosing the Best Structure for Your Business

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Selecting the appropriate business structure is a crucial decision that can significantly impact your company’s future growth and legal protection. Entrepreneurs should review this comparison of common business structures,...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

Holland & Knight LLP

Tax Planning Prevails in Parkway Gravel Decision

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The U.S. Tax Court recently issued an opinion in Parkway Gravel Inc. v. Commissioner, Docket No. 10819-21, respecting the structure of a gravel company's sale of a land parcel known as the Freeway Pit. In finding for the...more

Latham & Watkins LLP

Final Regulations Issued on Domestically Controlled REIT Determinations and Energy Credit Transfers

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Two sets of recently finalized regulations provide guidance for REITs. Key Points: - Final FIRPTA regulations provide rules for determining whether a REIT is domestically controlled, including a look-through rule for...more

Keating Muething & Klekamp PLL

Leto v. United States: How a Taxpayer’s Section 1202 Exclusion Could Have Been Saved

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

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