Navigating Disputes Within Your Health Care Practice
Bar Exam Toolbox Podcast Episode 278: Listen and Learn -- Partnership Liability
Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation
Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
Episode 19 | Business Law Update: A Primer on Ohio's Revised LLC Act
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Why Cannabis Related Businesses Must Consider Legal and Tax Issues
Episode 14 | You Came Up With a Great Business Idea During the Pandemic - Now What?
NGE On Demand: Profits Interests: Granting & Receiving with Patty Cain and Josh Klein
Law School Toolbox Podcast Episode 280: Listen and Learn -- Piercing the Corporate Veil
Bar Exam Toolbox Podcast Episode 120: Listen and Learn -- Piercing the Corporate Veil
Byron Egan – Upcoming Release of EGAN ON ENTITIES Third Edition
THE ACCIDENTAL ENTREPRENEUR PART IV
Navigating the LLC Jungle - I Know a Lawyer Podcast
THE ACCIDENTAL ENTREPRENEUR
Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
Episode 20: The LLC's Two Worlds: A Conversation with Professor Peter Molk (Part Two)
Episode 19: The LLC’s Two Worlds: A Conversation with Professor Peter Molk (Part One)
The second quarter was another busy one for us: In addition to deal work and portfolio company matters, our team attended conferences and continued to meet with various capital providers, independent sponsors, placement...more
Often in healthcare transactions, retaining a federal Employer Identification Number (“EIN”) after an acquisition or restructuring is essential to the continuity of operations, regulatory compliance, and preservation of key...more
Given the recent amendments to Internal Revenue Code Section 1202,1 which increase the benefits of holding qualified small business stock (QSBS), many companies currently operating as tax partnerships may want to convert into...more
New York’s personal income tax law, like that of other states, conforms with the federal system of income taxation. The reason typically given for such conformity is to simplify tax return preparation, improve compliance and...more
Many closely held businesses operate through entities classified as “S corporations,” an elective federal income tax regime that combines elements of corporate and partnership taxation. Among other reasons, S corporations are...more
The intersection of real estate transactions and tax strategy has long been a focal point for investors seeking to optimize returns while minimizing liabilities. Two powerful tools in this arena – the Membership Interest...more
Since the finalization of the IRS’s “check-the-box” entity-classification regulations nearly 30 years ago, a state law LLC can elect to be taxed an association taxable as a corporation. During the past month, we have heard...more
Across all industries, family offices and their owners and management teams face rapidly evolving challenges, opportunities, and risks in the dynamic environment that is 2025. Here are six issues that family offices should...more
Many successful business owners attribute some part of their success to their community. For some of these owners, it is not enough to simply acknowledge this “debt”; they feel an obligation to share some of their financial...more
If you’ve worked with the owners of closely held businesses for even just a few years, you have realized they are only half joking when they complain about having the government as a partner. Consider how much federal, state,...more
Just a few weeks ago, many individual taxpayers, driven by what they viewed as the relatively imminent expiration of the enhanced federal transfer tax exemptions, sought advice on how to leverage their remaining exemption and...more
The term “resident” is defined differently for US federal income tax purposes and US federal estate and gift tax purposes. The mismatch in the US resident status under the two tax regimes often gives rise to problems. Thus,...more
Recently, the U.S. Supreme Court ruled unanimously in Connelly v. United States, that the valuation of a decedent’s shares in a closely held corporation for federal estate tax purposes must include insurance proceeds received...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
This article is the fifth in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more
On June 6, 2024, the Supreme Court held 9-to-0 in Connelly v. United States that company-owned life insurance increases the company’s fair market value for estate tax purposes, and the company’s obligation to redeem a...more
There is no denying that many parts of the Code are complex and, in some cases, too obscure for many “laypersons” to comprehend. Over time, this reality spawned the need for advisers who are both knowledgeable and experienced...more
In the article that appeared in last month’s blog, I indicated that we utilize a structure that avoids the taxing authorities’ challenges to “drop and swap” transactions and, instead, that is structured to comply with an...more
Earlier this week, Treasury and the IRS issued guidance to halt the use of partnership rules in the Internal Revenue Code to engage in abusive basis-shifting transactions whereby tax basis is stripped from certain assets and...more
It is a basic principle of the income tax that the gain or loss realized by a taxpayer from the conversion of property into cash, or from the exchange of property for other property that differs materially in kind from the...more
Those of us in California who give advice regarding the structuring of IRC Section 1031 like-kind tax-deferred exchanges of real property are well aware that the California Franchise Tax Board (FTB) has an active program of...more
Assume that X and Y agree to the following: X will transfer ownership of Prop to Y, and Y will transfer cash to X. What just happened? Obviously, X has sold Prop to Y. If the amount of cash that X receives is greater than...more
As the electric vehicle (“EV”) market gains traction, real estate investment trusts (“REITs”) appear to be stepping in to alleviate a common concern of current and potential EV drivers: Where will I charge? With the demand...more
In March 2024, the Internal Revenue Service (“IRS”) released a new revision to Form W-9. Forms W-9 previously provided or collected do not expire nor need to be refreshed due to the publication of the new revision....more
In Soroban Capital Partners, LP v. Commissioner, the U.S. Tax Court determined that the exception to net earnings from self-employment in Section 1402(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”) ...more