The use of a commercial lease to rip off minority owners in a closely held business
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Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
Charitable organizations are dependent, in no small part, upon the financial support of many successful business owners. The generosity of these individuals and their organizations may be a manifestation of several factors...more
Few individual owners of a closely held business would be surprised if you explained to them that the IRS and the Federal courts generally will subject many transactions between certain “related” persons to heightened...more
“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
Ownership status in a closely-held business is the first and most vital box almost every business divorce petitioner must check....more
Closely-held businesses come in all shapes and sizes. Some owners own 100% of their businesses. Some have partners. Some have children in the business. Some do not. A common question that a client asks the business and...more
During the COVID-19 pandemic and shelter-in-place orders, many topics arose related to disputes among members of closely held businesses. When the interests of the owners diverge and litigation results, a variety of issues...more
I’m very pleased to present my 11th annual list of this past year’s ten most significant business divorce cases. This year’s list includes four important appellate decisions, including one likely to stand as a landmark...more
Finishing a best-year-ever 2018 and being questioned daily by his second wife Anna Nicole about making her children officers and owners of the family business Buxboro State Bank, Big Daddy Ernest Bux concludes, at 65 years...more
INTRODUCTION - As discussed in Part One of this article, statistics show that most family-owned businesses fail after a generation or two. Specifically, only 30% of family-owned businesses survive the transition from...more
For family business owners who desire to transfer ownership of part of their business to the next generation, the valuation of the business interest is often an important factor to consider. This is especially true for family...more
Partnerships and LLCs are common choices of entity for family-owned businesses, due to their flexibility and the many uses to which they can be put – including pooling of family assets, succession planning, asset protection,...more
It's August of an election---year, and not just any election---year, a presidential election year. So, in less than 80 days, we'll all go to the polls and elect a new president. While Benjamin Franklin might have been right...more
The ability to use transfer and liquidation restrictions in legal documents to reduce the value of an interest in a family-controlled (or “closely-held”) business entity (e.g., partnership, corporation, limited liability...more
Earlier this month, the U.S. Department of the Treasury unveiled its long-awaited proposed regulations targeting valuation discounts commonly used in estate planning, thereby overturning decades of settled law. As drafted,...more
On August 2, 2016, the Internal Revenue Service proposed regulations that would severely limit valuation discounts for lack of marketability and lack of control that taxpayers have historically applied for federal gift,...more
Business Owners May Have Little Time to Act Before Rules Are Finalized - The valuation of a family member's interest in a family business has a major impact on the success or failure of a transfer of such interest to...more
The proposed regulations disregard restrictions that have been used by valuation experts and acknowledged by the courts to reduce valuations. If you are an owner of a closely held entity, recently proposed Treasury...more
On August 2, 2016, the Treasury Department released proposed regulations amending and expanding upon the current regulations to Internal Revenue Code Section 2704. The proposed regulations, if adopted, would affect the...more
Historically, the IRS has closely scrutinized transfers of interests in family-owned entities between family members. In particular, it has sought to curtail the use of discounts to decrease the estate and gift tax value of...more
The Department of the Treasury wants to place limitations on valuation discounts that are currently commonly used to reduce asset values in family-owned and closely-held businesses, in an effort to increase tax revenue. The...more
Action Item: It is anticipated that Treasury will soon issue new regulations that will affect the valuation discounts applicable to intra-family transfers of interests in closely held entities. It may be advisable to review...more