How Tax Works - Entity Selection
Change of Control: Golden Parachute Rules in the Sale Process
Common Equity Plan Pitfalls
Why Cannabis Related Businesses Must Consider Legal and Tax Issues
THE ACCIDENTAL ENTREPRENEUR PART V video
THE ACCIDENTAL ENTREPRENEUR PART V Podcast
THE ACCIDENTAL ENTREPRENEUR PART IV
Ledgers and Law: Start With an Ending in Mind When Building a New Business
THE ACCIDENTAL ENTREPRENEUR
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
Jaffe Sees 'A Lot' of IPOs in 2013 'Pipeline'
Our Federal Tax Group discusses the tax treatment of deferred revenue or advance payments in M&A transactions. The tax treatment of deferred revenue differs from the treatment for financial accounting purposes....more
Search Funds should consider the availability of the tax benefits of Section 1202 in connection with their acquisitions. The upside, if properly structured, can be significant. Section 1202 has gained popularity likely due to...more
There is a little-known asset – personal goodwill – that is present in certain types of businesses and can potentially provide a significant tax benefit when identified as part of a transaction. This article will clarify what...more
In M&A and private equity transactions, buyers and sellers are consistently looking for ways to maximize value, which requires a critical focus on structuring the transaction in a tax-efficient manner. This pursuit of tax...more
For an active business in the post-Tax Cuts and Jobs Act (TCJA) world of lower corporate tax rates, buyers and shareholders considering a future exit should always consider C corporations and the availability of potential...more
There are two primary ways to structure the taxable purchase and sale of an incorporated business. The parties may engage in an asset acquisition, in which the buyer purchases assets directly from the target corporation....more
Decisions- It is often the case that the optimal form of legal entity through which a business should operate, at least for income tax purposes, will depend in part upon the stage of its life cycle in which the business...more
In the event of an M&A transaction, many stockholders plan to take advantage of the exclusion from federal taxable income of gain realized from the sale or exchange of “qualified small business stock” (QSB stock). Section...more
Our Federal Tax Group discusses straightforward solutions to scenarios that may apply when a family-owned business is structured as a C corporation for tax purposes....more
Many private companies were formed years ago using what was known as a Subchapter S election, which refers to the optional treatment of an otherwise taxable C corporation as (generally) a passthrough entity. These structures...more
The “Great Resignation” as it has been called reflects the large number of employees leaving the traditional workforce, and many of those departing employees are leaving hourly or salaried positions to start their own new...more
In response to the ongoing coronavirus pandemic (COVID-19), the Internal Revenue Service (the IRS) has taken additional actions intended to provide immediate relief to taxpayers. Delay of Identification and Acquisition...more
Let's discuss some less-dramatic exit options for business owners (when they want to step away). You may not run a global media conglomerate, but even closely held business owners (and perhaps especially closely held...more
The Tax Cuts and Jobs Act of 2017 contains some of the most significant changes in tax laws in more than a generation. While the full implications of the Tax Act are still coming into focus, the magnitude of these changes...more
On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. As the first comprehensive U.S. federal income tax reform in over thirty years, the Tax Act includes dramatic changes to tax...more
Now that the 2017 tax reform act is law, private equity and M&A professionals must grapple with its sweeping changes and reconcile the new provisions with how they do business. This On the Subject summarizes important...more
Roll-Over: Tax Issue - Picking up on yesterday’s discussion, how can a PEF reconcile its preference to acquire a depreciable or amortizable basis for its target’s assets while, at the same time, affording the target’s...more
On June 7, 2016, the Internal Revenue Service (IRS) and Treasury Department issued new temporary regulations that have dramatic implications for all merger-and-acquisition activity by C corporations and real estate investment...more
Favorable tax treatment applies to certain acquisitions of qualified small business stock in 2012 and 2013 and may influence choice-of-entity decisions....more