Limited Liability Company (LLC), Sale of Assets

Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

Farrell Fritz, P.C. on 1/29/2024

There are many paths to a fair value appraisal proceeding. A road less traveled begins at Section 910 of the Business Corporation Law (the “BCL”). ...more

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

Rivkin Radler LLP on 5/31/2022

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

Selling to Private Equity? Maybe You Should “F Reorg” First

Rivkin Radler LLP on 11/10/2021

Having Fun? Hope you had a decent weekend. Perhaps you did something interesting, maybe even fun, like some end-of-season apple picking? Or maybe you had a cider donut with some hot coffee at a farm stand you stumbled upon...more

Maybe Tax the Rich, but Not The Conversion of S corps into Partnerships – What Gives?

Rivkin Radler LLP on 10/18/2021

Tax the Rich? A few days ago, an opinion piece that appeared in the Wall Street Journal began as follows: “President Biden’s effort to pass the largest tax increase in U.S. history is based on the verifiably false...more

Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare

Farrell Fritz, P.C. on 9/23/2019

The nationwide landscape of statutes and case law governing judicial dissolution of limited liability companies exhibits more state-to-state similarity than dissimilarity....more

Changes to Delaware LLCs Necessitate Loan Document Modifications

Morrison & Foerster LLP on 2/28/2019

Lenders risk losing collateral and credit support and other adverse results if provisions in new loan documents restricting merger and sale of assets are not properly drafted following a recent change in Delaware law...more

Tax Cuts and Jobs Act of 2017 Extends Profit Interest Holding Period

Farella Braun + Martel LLP on 1/30/2018

The Tax Cuts and Jobs Act imposes a three-year holding period, rather than a one-year holding period, in order to qualify for long-term capital gains rates with respect to profits interests received in connection with the...more

Aim Carefully Before Pulling Trigger on Shotgun Buy-Sell Agreement

Farrell Fritz, P.C. on 5/8/2017

At least on paper, shotgun provisions in shareholder and operating agreements provide an elegant and efficient buy-out solution when business owners can’t get along and need a divorce. In a two-owner company, the one who...more

For Love or Charity – A Charitable Bailout Using Charitable Remainder Trusts for the Sale of a C Corporation

Gerald Nowotny - Law Office of Gerald R.... on 7/16/2014

I have personally observed in my professional travels that many taxpayers are reluctant charitable donors. However, we you remind a business owner that they only have three choices when it comes to taxes (1) Pay yourself;...more

U.S. Tax Court Ruling in State Conservation Tax Credit Case Requires Income Recognition

Williams Mullen on 4/22/2014

In its recently issued opinion in the case of Route 231, LLC v. Commissioner, T.C. Memo 2014-30 (2/24/14), the United States Tax Court (the “Court”) held that a transfer of state tax credits to a 1% member who had contributed...more

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