For months, if not years, you received distribution checks from the business in which you own an interest. The funds came without question and like clockwork. You relied on them. Then suddenly, they stopped coming. Is this...more
The Israeli Companies Law provides for two tests a company’s board of directors must perform to approve a resolution to distribute dividends. The first test is the “profit test” and the second is the “solvency test.”...more
De facto dividend. Disguised dividend. Constructive dividend. They all refer to the same thing: monies in excess of reasonable compensation taken by owners of closely held companies, booked as deductible employment...more
This article describes two recent Delaware decisions relevant to the Model Business Corporation Act (the “MBCA”). One of those decisions relates to a board’s determination of the availability of surplus to support...more
Withdrawing Value- Any tax adviser who has represented closely held businesses and their owners long enough realizes there are certain recurring themes that transcend the otherwise unique characteristics of the industry of...more
Chapter 5 of the California General Corporation law prohibits a distribution to shareholders unless certain conditions are met. In order to determine whether these conditions are met it is necessary to know when the...more
On March 27, 2020, the United States Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") became effective. The primary purposes of the CARES Act is to provide businesses affected by the novel coronavirus...more
Taking into account the health contingency enacted due to the COVID-19 pandemic in Mexico and in the world, as well as the prevailing uncertainty regarding the determination of the depth, duration and economic effects of such...more
The new Belgian Code on Companies and Associations enters into force on 1 May 2019. The Belgian Code on Companies and Associations (the "BCCA"), enacted by the Belgian parliament on 28 February 2019, repeals the existing...more
In the judicial dissolution case that John (“Jake”) Feldmeier brought after resigning as the highly paid president of the family-owned business, the central issue over which he and his opposing siblings fought was whether the...more
The IRS recently provided taxpayers with favorable guidance involving tax-free spin-offs. First, the IRS will resume issuing private rulings that allow a distributing corporation to satisfy debt it issued in anticipation of a...more
Ten considerations for closely held companies incurring debt in connection with minority investments by private equity sponsors, growth financing, or dividend recapitalizations....more
On 30 December 2016, the Companies Act 2006 (Distributions of Insurance Companies) Regulations 2016 (the “Regulations“) came into force. The Regulations apply to distributions made on or after that date by reference to...more
Physicians who are involved in the financial management of their practices are all too familiar with the year-end scramble to “zero out” the corporation’s profits. Under this technique, a physician practice that is structured...more
Restrictions on Fees Permitted under HIPAA for Copies of Medical Records - When health care providers provide copies of medical records to an individual patient or to third parties at the direction of that individual...more
On April 13, 2016, the U.S. Department of the Treasury issued proposed regulations under Section 305(c) of the Internal Revenue Code that would resolve certain issues relating to the amount and timing of deemed distributions...more