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In December 2024, the Nasdaq Stock Market LLC submitted a proposal to the US Securities and Exchange Commission (SEC) to modify its requirements for calculating the minimum Market Value of Unrestricted Publicly Held Shares in...more
Recently, the U.S. Supreme Court ruled unanimously in Connelly v. United States, that the valuation of a decedent’s shares in a closely held corporation for federal estate tax purposes must include insurance proceeds received...more
In a recent court ruling, the US Department of Labor (DOL) prevailed against corporate directors and shareholders for claims related to an Employee Stock Ownership Plan (ESOP) transaction. ...more
In Connelly vs. United States (602 U.S. 257, June 6, 2024), the Supreme Court unanimously ruled that in a redemption of a deceased shareholder’s shares of stock, the corporation’s fair market value should include the proceeds...more
Private company clients frequently ask us about granting compensatory stock options to their founders, employees and other service providers, including board members, consultants and advisors. Options and other equity awards...more
On June 6, 2024, the Supreme Court of the United States issued a unanimous decision in Connelly v. United States and found that life-insurance proceeds payable to a closely held business for the purpose of funding a share...more
On June 6, 2024, the Supreme Court held 9-to-0 in Connelly v. United States that company-owned life insurance increases the company’s fair market value for estate tax purposes, and the company’s obligation to redeem a...more
Many closely held businesses have shareholder buy/sell redemption agreements. These agreements are critical to maintaining business continuity when a key shareholder exits the company. When the redemption agreement is...more
Keeping it in the family just got more complicated. Our Tax Group studies a Supreme Court decision that left a family with an unexpected estate tax liability related to a share redemption agreement....more
On June 6, 2024 the Supreme Court unanimously ruled that life insurance proceeds should be included in the fair market valuation of a corporation for federal estate tax purposes. In Connelly v. United States, the Supreme...more
In the recent case, Connelly v. United States, 602 U.S. (2024) (slip op.) the U.S. Supreme Court unanimously ruled that life insurance proceeds received by a closely held corporation which is used to fund the redemption of a...more
This article is the second in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more
In a unanimous decision, the Supreme Court of the United States recently determined in Connelly v. U.S. that the value of a life insurance policy must be included in the fair market value of a closely held business for...more
You may have heard or even read about the U.S. Supreme Court’s recent decision regarding the date of death value of a deceased shareholder’s shares in a closely held corporation that owned a life insurance policy on the...more
Amidst many recent sharply divided decisions, the United States Supreme Court (SCOTUS) on June 6, 2024 issued a rare unanimous ruling in Connelly v. United States, which addressed estate tax considerations relative to...more
The United States Supreme Court (Supreme Court) released the Connelly v. United States opinion on June 6, 2024. The opinion affirmed the Eighth Circuit's holding in favor of the IRS that a company's contractual redemption...more
On June 6, 2024, in the case of Connelly v. United States, the United States Supreme Court determined that corporate-owned life insurance proceeds used to redeem a decedent’s shares in the corporation must be included when...more
On June 6, 2024, the United States Supreme Court issued its opinion regarding Connelly, as Executor of the Estate of Connelly v. United States. This final decision will directly impact all closely held business owners that...more
The Supreme Court has just weighed in on how gift and estate taxes apply with respect to non-cash gifts in Estate of Connelly v. United States. The Court’s opinion closely follows the economics of such arrangements, but...more
The Supreme Court of the United States issued an important ruling on June 6, 2024, clarifying the federal tax consequences of certain succession plans for closely held businesses. The Court held in Connelly v. United States,...more
In Connelly v. US, 602 US ___ (6/6/2024), the US Supreme Court affirmed a decision of the US Court of Appeals for the Eighth Circuit in favor of the government concerning the estate tax treatment of life insurance proceeds...more
All U.S. closely held businesses just received a warning from the highest court in the land that they should review their succession plans (or else risk a higher tax bill for the estates of their owners). On June 6, 2024, the...more
On April 24, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) issued final regulations on the definition of “domestically controlled” real estate investment trusts (“REITs”)...more
As the calendar inches closer to 2024, a pivotal concern looms large in the minds of most employees: cash bonuses. However, for executives, especially those who work for private companies that may be involved in a...more
In Ramcell, Inc. v. Alltel Corp., C.A. No. 2019-0601-PAF (Del. Ch. July 1, 2022), the Court of Chancery reviewed a 2019 short-form merger between Alltel Corporation (Alltel) and Jackson Cellular Telephone Co. (Jackson), that...more