Ledgers and Law: Start With an Ending in Mind When Building a New Business
THE ACCIDENTAL ENTREPRENEUR
Investment Management Update – Exit Strategies
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
A large part of business sucession planning is structuring the transfer of business ownership. While outright transfers can be less complex, transferring ownership in trust can provide practical benefits that are worth...more
An Employee Stock Ownership Plan (“ESOP”) has become a popular tool for succession planning and tax structuring, especially for S corporations. As more business owners look to retire and wish to avoid selling their life’s...more
Employee stock ownership plans (ESOPs) have been used as a business succession strategy by employers across many industries. In the cannabis industry, ESOPs have come and gone and come again as a trendy topic promising to fix...more
On June 16, 2025, the Senate Finance Committee released its draft legislative text (the Senate Proposal) following the prior passage of the One Big Beautiful Bill Act by the House of Representatives (the House Bill). ...more
Business succession planning and estate planning are often linked together, particularly in the case of closely held family businesses. In the case of a shareholder who wishes to pass along their shares of an S corporation as...more
Many closely held businesses operate through entities classified as “S corporations,” an elective federal income tax regime that combines elements of corporate and partnership taxation. Among other reasons, S corporations are...more
Every conveyance of property or of an interest in property from one person to another is prompted, or at least influenced, by economic considerations. The parties to the transaction may swap properties, or one party may...more
Last month, Bloomberg carried an article about a “small but growing trend” of states that are either cutting their individual income taxes or phasing them out entirely. According to the article, the states adopting these...more
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
Now that the scurrying around and worrying relative to developments impacting the Corporate Transparency Act (“CTA”) that were coming at us with laser speed are on a slow simmer, I can turn my attention back to my multi-part...more
Consider the following hypothetical. A corporate client hires a lawyer in connection with purchasing a controlling interest in an LLC. The lawyer structures the deal to lower the client's tax liability based on his assumption...more
Starting and operating a business—whether a small business, startup, or government contractor—involves a myriad of risks, many of which can lead to costly and potentially damaging litigation. While these risks evolve over the...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
On this episode of The Inside Basis, host Randy Clark discusses some common issues in F-reorganizations involving S-corporations, a popular structural approach used in private equity transactions....more
Don't stick your head in the sand and miss important business or personal tax deadlines...more
In this Part XIV of my multi-part series on some of the not-so-obvious aspects of Subchapter S, I explore a narrow aspect of Subchapter S that is often ignored or forgotten. An S corporation is not always a mere extension of...more
Join Williams Mullen for our hybrid 2025 Winter Tax Forum on Thursday, February 6th. Our speakers, Anna Derewenda, Kyle Wingfield, Kevin Bender, and Patrick Carr will provide an update on the following: - New Basis...more
We at the Buchalter law firm understand that many have suffered greatly as a result of the recent wildfires. The loss of life, and the loss of homes with memories is, of course irreplaceable....more
Many banks have elected to be “S Corporations” for tax purposes. This status can provide significant tax benefits to the bank’s shareholders, but it also comes with several ongoing technical requirements. Failure to satisfy...more
The tax advantages for US individuals who become bona fide residents of US possessions can be substantial. These tax advantages have lured more than a few taxpayers to take unreasonably aggressive positions that they are...more
Much has been written about the filing requirements under the Corporate Transparency Act (CTA) in the last year. Currently, enforcement of the CTA has been placed on hold. On December 3, 2024, a federal district court in the...more
Minnesota’s Paid Leave Division recently published final proposed rules (“Proposed Rules”) that, if adopted, will regulate the state’s Paid Leave Law. The Paid Leave Law establishes a benefit insurance program for paid family...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
Basic Rules - IRC § 6501(a) generally requires the IRS to assess tax within three (3) years after a tax return is filed by the taxpayer. There are two (2) notable exceptions to this rule under IRC § 6501(c) and (e),...more