In a costly episode of Aaron Sorkin’s adage that “decisions are made by those who show up,” the majority shareholder in a pair of family-controlled oil and gas companies learned of about 850,000 reasons why attendance can be...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
If given their druthers, most transactional corporate attorneys would prefer to spend their day practicing “happy law,” by which they typically mean transactions that involve capital formation, mergers and acquisitions, joint...more
“It all started when the distributions stopped.” In my travels as a business divorce litigator, I’ve seen many disputes between LLC co-owners that begin with that message. A minority owner is content to remain a “silent...more
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
In Kirschner, the Court of Appeals for the Second Circuit unanimously affirmed a district court order that held that notes evidencing term loans were not securities but rather “[l]oans issued by banks for commercial...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
Charitable Giving Update- According to a recent report on charitable giving, the number of donors at every level of giving dropped during the first three quarters of 2022. The number of new donors was down by over 19...more
The number of private equity (PE) funds in Israel has increased in recent years. The Israeli market, which in the past focused more on venture capital funds (VCs), when it was a young market of startups, has matured....more
PLR 202304008: Taxpayer Does Not Have Section 961(b)(2) Gain for Mid-Year Distributions - Introduction to Section 961 and Mid-Year Distributions - For years, there has been a longstanding question under the subpart F...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
At different times over the course of the last thirty days or so, I have seen reports describing various plans to increase income taxes and/or wealth taxes on the “rich” that have either been endorsed or proposed by the likes...more
In In re Mijares, a plaintiff claimed that a defendant defrauded him and breached fiduciary duties owed to him by charging improper, excessive, and unauthorized expenses to their medical practice, causing the...more
Tax Alchemy? How many of you remember Section 138509 of the Ways and Means Committee’s markup last September of what would have been the Build Back Better Act? (A moment of silence, please.) Allow me to jog your memory....more
Wirecard's insolvency administrator has won a first victory before the Munich I Regional Court. On 5 May, the court declared the annual financial statements for 2017 and 2018, which show balance sheet profits totalling around...more
I can’t say what the number is, but my own experience tells me that a significant percentage of lawsuits by a minority owner of a closely-held company against those in control of the company include a demand for an...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
A regulated investment company (“RIC”) is an electing domestic corporation that either meets (or is excepted from) (i) registration requirements under the Investment Company Act of 1940, (i) that derives at least 90 percent...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
Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more
Freeman Law’s “The Tax Court in Brief” covers every substantive Tax Court opinion, providing a weekly brief of its decisions in clear, concise prose. The Week of January 18 – January 22, 2021 - Adams Challenge (UK)...more
What is the reflective loss principle? • The English law principle of reflective loss traditionally held that when a company suffered loss as a consequence of the actions of a third party, the loss suffered by its...more
On May 4, 2020, the U.S. Internal Revenue Service issued Revenue Procedure 2020-19, temporarily allowing publicly offered regulated investment companies (RICs), including certain business development companies and certain...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