How Tax Works - Entity Selection
Change of Control: Golden Parachute Rules in the Sale Process
Common Equity Plan Pitfalls
Why Cannabis Related Businesses Must Consider Legal and Tax Issues
THE ACCIDENTAL ENTREPRENEUR PART V video
THE ACCIDENTAL ENTREPRENEUR PART V Podcast
THE ACCIDENTAL ENTREPRENEUR PART IV
Ledgers and Law: Start With an Ending in Mind When Building a New Business
THE ACCIDENTAL ENTREPRENEUR
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
Jaffe Sees 'A Lot' of IPOs in 2013 'Pipeline'
Since the finalization of the IRS’s “check-the-box” entity-classification regulations nearly 30 years ago, a state law LLC can elect to be taxed an association taxable as a corporation. During the past month, we have heard...more
Section 1202 provides for a substantial exclusion of gain from federal income taxes when stockholders sell qualified small business stock (QSBS). But a number of requirements must be met before a stockholder is eligible to...more
In this Part XV of my multi-part series on some of the not-so-obvious aspects of Subchapter S, I explore a potential advantage that the S corporation has over the C corporation. The Patient Protection and Affordable Care...more
Whether at 7-11 or at your local grocery chain, functional beverages line the aisles, touting their nutritional and health benefits. The functional beverage industry is becoming big business, but as this industry bubbles up,...more
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
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
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
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
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
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
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
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
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
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
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
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
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
Business owners considering exit options from their businesses often can be blinded by purchase price figures and proceeds, often “accepting” that paying capital gains tax is part of the deal. The ability to avoid or defer...more
Understanding market trends and effective planning strategies can yield improved financial results for start-ups and growth companies. Starting your start-up. What type of entity you form impacts your taxes, which hits your...more
The United States Department of Treasury issued final regulations (Final Regulations) that arguably change the test (DC Test) for determining whether a REIT is a domestically controlled qualified investment entity (DC-REIT)....more
Qualified Small Business Stock (“QSBS”) is arguably one of the largest “gifts” Congress has given taxpayers by excluding from a shareholder’s gross income the greater of $10 million or 10 times the shareholder’s basis in the...more
Starting a business is a thrilling journey filled with excitement, innovation and the promise of potential success. However, choosing the wrong business structure to reach your objectives can set your business on a path to...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
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
In October 2023, I authored a new White Paper, A Journey Through Subchapter S / A Review of The Not So Obvious & The Many Traps That Exist For The Unwary. This year, in a multi-part article, I intend to take our blog...more