News & Analysis as of

Transfer of Assets

2018 Inflation Adjustments to Transfer Tax Items

by Charles (Chuck) Rubin on

The IRS released its 2018 tax adjustments - the following table summarizes the transfer tax adjustments. Note that some of these adjustments will become moot if the changes in the House and Senate versions of the pending tax...more

Transitions in the Family Business, Part I: Caring for the Goose

Last week, Bradley’s Family Business Advocates team co-hosted Transitions in the Family Business: A Conversation with Family Business Owners and Leaders with Warren Averett. ...more

The (Even More) Elusive Surcharge in Dissolution Proceedings

by Farrell Fritz, P.C. on

A year ago I wrote a piece called The Elusive Surcharge in Dissolution Proceedings highlighting the rare appearance in the case law of the surcharge provision found in Section 1104-a (d) of the Business Corporation Law. ...more

Small Businesses: Keep the Corporate Transparency Act on Your Radar

by Barley Snyder on

If the federal legislature passes a controversial new proposal, more information will be required when forming or transferring ownership of certain business entities....more

2018 Will Bring Increases to Annual Exclusion, Gift and Estate Tax Exemptions

The IRS has announced that the gift tax annual exclusion will increase from $14,000 to $15,000 in 2018, which will allow donors to give up to $15,000 ($30,000 combined for married couples) per donee each year without...more

Withdrawal of Proposed Tax Regulations Affecting Availability of Valuation Discounts to Family Business Owners

In September and December of last year, we posted blog articles discussing the Treasury Department’s issuance of proposed regulations under Section 2704 of the Internal Revenue Code (sometimes referred to as the 2704 proposed...more

Treasury To Repeal/Revise 8 Burdensome Regs

As previously discussed, the IRS and Treasury identified in July eight Obama era tax regulations that are burdensome on taxpayers. The next step for Treasury was to determine what to do with these regulations, and today we...more

A road map to Life Sciences M&A in Italy

by Hogan Lovells on

U.S.-based life sciences companies considering transactions in Europe may easily become overwhelmed with the complexity of Europe’s various jurisdictions. In this series, members of our European Life Sciences Transactions...more

New Useful Florida Homestead Concepts Diagram

by Charles (Chuck) Rubin on

Several years ago I prepared a table to assist practitioners in determining what restrictions apply on a transfer of homestead property at death or during lifetime. Homestead status has other implications, including...more

Selling or Buying an HUD Financed Nursing Home or Assisted Living: A Baker's Dozen Tips for TPA Transactions

by Baker Ober Health Law on

Interest rates are on the rise after being low for so long. Owners have taken advantage of those long-term, low fixed-rate loans insured under HUD Section 232 in record numbers. It is possible to keep those below-market loans...more

Funds Talk: September 2017 - Buyer and Seller Considerations in Asset Management M&A Transactions

By many measures, mergers and acquisitions (M&A) activity in the investment management space for 2017 is on track to meet or exceed the brisk pace of activity seen in 2016. Whether the desire that drives them is securing...more

Debt Dialogue: July 2017 - When Claims Travel With the Debt: a Review of NY GOL §13-107

A recent case in New York State Supreme Court, One Williams Street Capital Management LP v. U.S. Education Loan Trust IV, LLC (Sup. Ct. N.Y. Cty. May 15, 2015), affords a useful opportunity to review the applicability and...more

Proposed Regulations Limiting Discounts on Family Gifts Targeted for Reform

Last summer, we discussed the IRS’s issuance of new Proposed Regulations under Section 2704 of the Internal Revenue Code, which regulations would severely impact discounts on gifts made to family members. ...more

Restructuring and Insolvency Bulletin Issue 1 - 2017: United States: D&O Insurance Policies – a cautionary tale: the Peril of...

by Dechert LLP on

Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more

Motions For Leave to Renew: The Requirement Often Overlooked

by Farrell Fritz, P.C. on

A motion for leave to renew must be based upon new evidence or a change in the law that would change the prior determination and must contain a reasonable justification for failure to present such facts on the prior motion....more

IRS Identifies 8 Burdensome Regulations for Reform

Responding to a Trump Executive Order, the Treasury Department has reviewed all significant tax regulations issued after December 31, 2015 and identified eight regulations to be reformed to mitigate the burden that the...more

Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes

by Farrell Fritz, P.C. on

A business’s failure to pay state taxes can be a problem if the entity later wants to bring a lawsuit, or its non-controlling owners want to sue on the entity’s behalf....more

Una nuova Cassazione sulla tassazione della cessione di quote ai fini della imposta di registro

Con la Sentenza n. 11877, depositata in data 12 maggio 2017, la Corte di cassazione suscita nuovi dubbi sulla applicazione della imposta di registro, assoggettando al regime proprio della cessione d'azienda (imposta di...more

Transferring Property To A Trust: It’s Not What You Meant, It’s What You Said

by Bryan Cave on

When we put pen to paper, sometimes the words don’t come out right. If that happens, hopefully there’s an opportunity to explain what we meant. For example, we have seen how scrivenor’s errors can be explained. But, for the...more

Preserving Deferred Tax Assets in a Capital Raise

by Bryan Cave on

Hosts Jonathan Hightower and Rob Klingler discuss recent capital raises and techniques used to preserve deferred tax assets....more

A Step in the Right Direction: IRS Rules on North-South Spinoffs

The Internal Revenue Service (IRS) recently released guidance on certain “north-south” spinoff transactions. Generally, a “north-south” transaction consists of a transfer of property from a shareholder to a corporation close...more

How To Select A Merger/Reorganization Structure That Is Right For Your Nonprofit

by Fox Rothschild LLP on

The nonprofit sector has seen a dramatic rise in the number of mergers and reorganizations. The constant need to reduce costs, especially in the health care sector, seems to be the driving force behind the movement. When...more

Forfeiture Case Based on Alleged Elaborate $230 Million Russian Laundering and Fraud Scheme to Settle

by Ballard Spahr LLP on

On the eve of trial this past Friday, the government announced an agreement to settle, subject to court approval, a major civil forfeiture action in the Southern District of New York. In the case, United States v. Prevezon...more

Why Care About Business Valuation? Part II

by Farrell Fritz, P.C. on

Valuations figure prominently in determining the proper tax treatment of transactions – such as sales, loans, leases, and performance of services – between related taxpayers, including, for example, commonly-controlled...more

Constructive Trusts Can Catch Wayward Trust Assets

by Downey Brand LLP on

Trustees in California trust disputes should not overlook the power of the constructive trust remedy as a way to recover errant trust assets. That’s a takeaway from Higgins v. Higgins (2017) __ Cal.App.5th __, an opinion in a...more

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