Louis Vlahos on S-Corporation

Deferring the Tax Hit on a Grant Equity to an Employee – Are You Prepared to Enforce the Forfeiture Provision?

“Would I ever leave this company? Look, I’m all about loyalty. In fact, I feel like part of what I’m being paid for here is my loyalty. But if there were somewhere else that valued loyalty more highly, I’m going wherever they...more

2/11/2022 / Closely Held Businesses , Compensation , Corporate Officers , Directors , Employee Stock Purchase Plans , Equity , ESOP , Fair Market Value , Family Businesses , Forfeiture , IRS , Limited Liability Company (LLC) , Partnerships , S-Corporation , Tax Court , Tax Shelters , Trustees , Vested Benefits

The Liquidation of a Partner’s Interest Under NYC’s Unincorporated Business Tax

Taxes and Snowy Weather? How many of you awoke Saturday to find that the winter storm about which we had heard so much during the preceding days had lived up to its hype? What was your first thought? “Fudge,” right?...more

2/4/2022 / C-Corporation , Income Taxes , IRS , Liquidation , New York , Partnerships , Pass-Through Entities , S-Corporation , State Taxes , Tax Authority , Tax Deductions , Taxable Income , Unincorporated Business Tax (UBT)

New York’s Pass-Through Entity Tax, F Reorgs, and the Sale of An Electing S Corp

Timing- I had planned to post this piece during the third week of December, a day or so after the exchange between Senator Manchin and the White House sealed the fate of the Build Back Better plan, at least in its current...more

1/4/2022 / Business Assets , Closely Held Businesses , IRS , Limited Liability Company (LLC) , New York , Partnerships , Pass-Through Entities , Private Equity , QSub , Reorganizations , Revenue Procedures , S-Corporation , SALT , Shareholders , Tax Increases , Tax Liability , Transfer Taxes

Selling Your S Corporation’s Business? What If It’s Not an S Corporation?

Haste Makes Waste? How many of you are suffering from Build Back Better Fatigue? Seriously, it’s a thing. Sure, the House passed its version of the President’s tax and spending bill on November 19, and the Senate...more

12/9/2021 / Beneficiaries , Business Ownership , C-Corporation , Capital Gains Tax , Closely Held Businesses , Good Faith , IRS , Reorganizations , Restructuring , S-Corporation , Sale of Assets , Shareholders , Target Company , Tax Increases , Trustees , Trusts , Ways and Means Committee

Selling to Private Equity? Maybe You Should “F Reorg” First

Having Fun? Hope you had a decent weekend. Perhaps you did something interesting, maybe even fun, like some end-of-season apple picking? Or maybe you had a cider donut with some hot coffee at a farm stand you stumbled upon...more

11/10/2021 / Acquisitions , Adjusted Gross Income , Capital Gains , Fair Market Value , IRS , Limited Liability Company (LLC) , Long-Term Investment Funds , Mergers , Net Investment Income , Partnerships , Popular , Private Equity , Reorganizations , Rollover Equity , S-Corporation , Sale of Assets , Surcharges , Surtax , Tax Deductions

Maybe Tax the Rich, but Not The Conversion of S corps into Partnerships – What Gives?

Tax the Rich? A few days ago, an opinion piece that appeared in the Wall Street Journal began as follows: “President Biden’s effort to pass the largest tax increase in U.S. history is based on the verifiably false...more

10/18/2021 / Built-In Gains , C-Corporation , Congressional Budget Office , Corporate Taxes , Fair Market Value , Joe Biden , Limited Liability Company (LLC) , Liquidation , OECD , S-Corporation , Sale of Assets , Shareholders , Tax Increases , Taxable Income , Ways and Means Committee , Wealth Tax

Disposing Of Assets Under The Ways and Means Committee’s Proposals

First Step- Last Wednesday, the House Ways and Means Committee approved that portion of the 2022 budget legislation with which it was tasked by the Congressional Budget resolution of August 24. The text of the bill...more

Are The Feds Getting Ready To Kick Your “S”?

Report Card- A couple of weeks ago, the Treasury Inspector General for Tax Administration (“TIGTA”) released a report that presented the results of its review to determine whether the IRS’s “policies, procedures and,...more

8/30/2021 / Adjusted Gross Income , Compensation , Employment Tax , FICA Taxes , Income Taxes , IRS , Net Investment Income , Popular , S-Corporation , Self-Employment Tax , Tax Returns , Treasury Inspector General for Tax Administration (TIGTA)

An Open Letter To The Incoming NY Governor, Kathy Hochul

Welcome to the Governor’s office, Ms. Hochul. Unfortunately, congratulations are hardly in order; indeed, a wish for good luck seems much more appropriate. I suppose you realize that the last round of tax legislation,...more

8/23/2021 / Business Ownership , Capital Assets , Capital Gains , Corporate Taxes , Estate Tax , Income Taxes , Like Kind Exchanges , Long-Term Investment Funds , New York , S-Corporation , Stock Transfer , Tax Fraud , Tax Legislation , Tax Rates , Transfer on Death Deed (TOD) , Transfer Taxes

Increased Capital Gain Rate, Nonresident Aliens, And ESBTs

Compare and Contrast- Have you spoken to anybody about the infrastructure bill on which the Senate is about to vote? I know I haven’t, except to explain that Speaker Pelosi has stated the House will not consider the bill...more

8/9/2021 / C-Corporation , Capital Gains , Estate Planning , Grantor Trusts , Infrastructure , Non-Resident Aliens , PCBs , Popular , S-Corporation , Small Business , Tax Increases , Tax Rates

Employee-Shareholders, Reasonable Compensation And Employment Taxes

Movement Toward Tax Increases- You may have read last week that Democrats on the Senate Budget Committee announced they had reached a deal on a budget resolution that will enable them to bypass Senate Republicans on the...more

7/19/2021 / 1099s , Budget Reconciliation , Business Expenses , Corporate Officers , Employment Tax , Federal Taxes , FICA Taxes , Form 941 , FUTA , Income Taxes , IRS , Joe Biden , Management Fees , Reasonable Compensation , S-Corporation , Shareholders , Spouses , Tax Court , Withholding Tax

Tax Changes In The Offing? “Close Scrutiny” Of Business Owners’ Economic Benefits Remains A Constant

I Read the News Today- Much of today’s news is dominated by the future of the Administration’s broadly defined infrastructure plan. Discussions among “those in the know” inevitably turn into debates over the wisdom of...more

6/21/2021 / Biden Administration , Closely Held Businesses , Infrastructure , IRS , Popular , S-Corporation , Shareholders , Split Dollar , Tax Court , Tax Policy , Tax Returns , Trusts

Partners, S Corp. Shareholders And Biden’s 2022 Revenue Proposal: No More Business As Usual

What A Ride- No one anticipated that the Administration’s proposed tax increases would fly through Congress easily – at least no one residing in a state in which the recreational use of marijuana has not been legalized....more

Biden’s 2022 Revenue Proposal, Profits Interests, And The Alchemy Of Compensation

Recap- Last week, we considered several of the revenue proposals included in the Biden Administration’s 2022 Budget that are probably of interest – or should we say, “of concern”? – to the owners of closely held...more

“Opaque Income Sources” + “Tax Gap” = More Enforcement + Tax Hikes = Anyone’s Guess

Tax Gap- In a report released last week, the U.S. Treasury Department explained that the so-called “tax gap” – i.e., the difference between the amount of federal income taxes owed by taxpayers for a taxable year and the...more

“Earth To Earth”: Real Estate, Death And Biden’s Tax Proposals

Go After Real Estate? During the 2020 presidential campaign, there was one segment of the “rich” for which then-candidate Biden seemed to have reserved some of his harshest criticism – wealthy real estate investors....more

5/11/2021 / Capital Gains , Estate Tax , Income Taxes , Installment Agreements , Internal Revenue Code (IRC) , Investment Property , Joe Biden , Like Kind Exchanges , Political Campaigns , Real Estate Investments , S-Corporation , Step-Up Basis , Tax Increases , Tax Planning

New York Budget Deal Includes SALT Cap Workaround

The New York state budget deal announced yesterday includes a workaround of the temporary federal limit on state and local tax deductions (the SALT cap). The provision was part of Gov. Cuomo’s initial budget proposal in...more

4/7/2021 / Business Income , Governor Cuomo , Income Taxes , IRS , Itemized Deductions , New York , Pass-Through Entities , S-Corporation , SALT , Shareholders , State and Local Government , State Budgets , State Taxes , Tax Cuts and Jobs Act , Tax Deductions , Taxable Income

Louis Vlahos

Rivkin Radler LLP

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