The use of a commercial lease to rip off minority owners in a closely held business
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Succession Planning to Safeguard Your Law Firm’s Future: On Record PR
Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA), the most significant US tax overhaul since the 2017 Tax Cuts and Jobs Act (TCJA). The OBBBA includes critical changes impacting family offices,...more
The “One Big Beautiful Bill Act” (the “Act”) was signed into law last week, on July 4. As promised by the White House, the Act extends – i.e., purports to make “permanent” – many of the otherwise expiring provisions that were...more
If you’ve been around closely held businesses long enough, you know that a transfer of money between a business and its owner, or between two related businesses, is sometimes characterized by the parties as a loan (“related...more
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
I have been a major fan of Afro-Cuban (Salsa) and Brazilian Bossa Nova music since high school. Most of you know by now that I grew up in the Panama Canal Zone. By the time I got to West Point in the summer of 1978, it was...more
Last week, Sen. Warren reintroduced her “Ultra-Millionaires” wealth tax proposal to the Senate. Query her timing. The measure has the proverbial snowball’s chance in Hell of being enacted by this Congress.Perhaps the Senator...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
Faulty Framework? The question posed above is not intended to be rhetorical. Rather, it is one that the owners of a closely held business should consider thoroughly before transferring or committing any business assets to...more
Don’t Be Unreasonable- Much has been written of late regarding the payment by a business of various personal expenses incurred by its owner or certain key employees. The payment of an owner’s personal expenses appears to...more
“Show Me the Money”- Much has been written in recent months about how well the investment portfolios of private foundations have performed over the last several years. For example, a study conducted by the Council on...more
Constructive Transfers- It is axiomatic that the tax treatment of interactions between a closely held business and its owners will generally be subject to heightened scrutiny by the IRS, and that the labels attached to such...more
An often-explored theme of this blog is the frequency with which similarly situated owners of similarly situated closely held business, facing a similar set of economic circumstances, and presented with a similar set of...more
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
“Yeah, I’m the Tax Man” Last week, several media outlets reported that Mr. Biden will soon propose that Congress increase the federal income tax rate applicable to long-term capital gains recognized by individual...more
A closely held business may come to our firm for any number of reasons. The owners may be selling the business, for example, or they may be thinking about spinning off a division. In some cases, the owners are considering the...more
Many not-for-profit organizations are dependent, in no small part, upon the generosity of successful businesses and their owners. The latter are motivated by a number of factors; for some, this generosity is an expression of...more
It is said that repetition is the mother of all learning. It is also said that insanity is repeating the same mistake and expecting a different result. It is my hope that the result of the former will overwhelm the source of...more
Who is the Better Planner for Your Affairs: You or the State? Planning for succession of a closely held business is a lot like making a will. An individual has the opportunity to make a will which directs how the...more
A United States Tax Court recently issued a decision after trial that should serve as a reminder to management and controlling shareholders of family-owned businesses that salaries or other compensation paid to family-member...more
What Was Intended? Over the last thirty years, I have reviewed the income tax returns of many closely held corporations and partnerships. Quite often, on Schedule L (the balance sheet), I will see an entry for “other...more
Overview - In Part I of this series, I discussed the benefits of collective bargaining agreements for small business owners and professional corporations for qualified retirement planning. The ability to unionize...more