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DarrowEverett LLP

Unlocking Tax-Free Gains: The Power of QSBS in Mergers & Acquisitions

DarrowEverett LLP on

Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more

Pillsbury - Propel

Equity Compensation: Navigating 409A Valuations

Pillsbury - Propel on

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

Mayer Brown

ESOP Update: Installment Sales Rules Save ESOP Footfall in Berman v. Comm’r

Mayer Brown on

Berman v. Comm’r,  released on July 16, 2024, is a great example of making lemonade when life hands you a lemon. Although the taxpayers lost the federal income tax deferral of a stock sale to an employee stock ownership plan...more

Hinckley Allen

Converting an LLC to an S Corporation: A Mistake Waiting to Happen

Hinckley Allen on

Limited liability companies (LLCs) offer significant tax flexibility – for one thing they can elect to be treated as disregarded entities, partnerships, C corporations, or S corporations, and can even shift between those tax...more

Jones Day

IRS Will Resume Ruling on Important Spin-Off Issues

Jones Day on

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

Coblentz Patch Duffy & Bass

Transferee Liability: The [Unlikely] Situation that your Nonprofit Receives a Charitable Gift with Expensive Tax Strings Attached

The case of Salus Mundi Foundation et al v. Commissioner - On August 15, 2016, the Tax Court decided in Salus Mundi Foundation et al v. Commissioner, T.C. Memo. 2016-154, that two foundations were liable as transferees...more

Wilson Sonsini Goodrich & Rosati

IRS Proposes Updates to Rules for Deemed Distributions of Stock and Stock Rights

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

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