Ledgers and Law: Start With an Ending in Mind When Building a New Business
THE ACCIDENTAL ENTREPRENEUR
Investment Management Update – Exit Strategies
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
What Are ESOPs and Why Do They Matter for Cannabis Operators - Employee Stock Ownership Plans (ESOPs) are federally authorized retirement benefit structures designed to hold company stock in a trust on behalf of employees....more
What is succession planning for business owners? How does this affect the short and long-term interests of your company and its value? Why should you be concerned about succession planning if you own a business or have a...more
As part of its fiscal 2026 budget legislation (H.B. 352), Maryland enacted a significant change to its elective pass-through entity tax (PTET) regime. Effective for tax years beginning after December 31, 2025, the PTET base...more
A large part of business sucession planning is structuring the transfer of business ownership. While outright transfers can be less complex, transferring ownership in trust can provide practical benefits that are worth...more
Employee stock ownership plans (ESOPs) have been used as a business succession strategy by employers across many industries. In the cannabis industry, ESOPs have come and gone and come again as a trendy topic promising to fix...more
On June 16, 2025, the Senate Finance Committee released its draft legislative text (the Senate Proposal) following the prior passage of the One Big Beautiful Bill Act by the House of Representatives (the House Bill). ...more
Business succession planning and estate planning are often linked together, particularly in the case of closely held family businesses. In the case of a shareholder who wishes to pass along their shares of an S corporation as...more
Every conveyance of property or of an interest in property from one person to another is prompted, or at least influenced, by economic considerations. The parties to the transaction may swap properties, or one party may...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
Now that the scurrying around and worrying relative to developments impacting the Corporate Transparency Act (“CTA”) that were coming at us with laser speed are on a slow simmer, I can turn my attention back to my multi-part...more
Section 1202 provides for a substantial exclusion of gain from federal income taxes when stockholders sell qualified small business stock (QSBS). But a number of requirements must be met before a stockholder is eligible to...more
In this Part XV of my multi-part series on some of the not-so-obvious aspects of Subchapter S, I explore a potential advantage that the S corporation has over the C corporation. The Patient Protection and Affordable Care...more
On this episode of The Inside Basis, host Randy Clark discusses some common issues in F-reorganizations involving S-corporations, a popular structural approach used in private equity transactions....more
Don't stick your head in the sand and miss important business or personal tax deadlines...more
In this Part XIV of my multi-part series on some of the not-so-obvious aspects of Subchapter S, I explore a narrow aspect of Subchapter S that is often ignored or forgotten. An S corporation is not always a mere extension of...more
Join Williams Mullen for our hybrid 2025 Winter Tax Forum on Thursday, February 6th. Our speakers, Anna Derewenda, Kyle Wingfield, Kevin Bender, and Patrick Carr will provide an update on the following: - New Basis...more
We at the Buchalter law firm understand that many have suffered greatly as a result of the recent wildfires. The loss of life, and the loss of homes with memories is, of course irreplaceable....more
Many banks have elected to be “S Corporations” for tax purposes. This status can provide significant tax benefits to the bank’s shareholders, but it also comes with several ongoing technical requirements. Failure to satisfy...more
Basic Rules - IRC § 6501(a) generally requires the IRS to assess tax within three (3) years after a tax return is filed by the taxpayer. There are two (2) notable exceptions to this rule under IRC § 6501(c) and (e),...more
In this Part XII of my multi-part series on some of the not-so-obvious aspects of S corporations, I explore a consistent theme – taxpayers lose fights with taxing authorities when they fail to maintain adequate records....more
In this Part XI of my multi-part series on some of the not-so-obvious aspects of S corporations, I explore a topic that should be obvious but which appears to be ignored by many taxpayers and their tax advisers – accurate...more
Many small business owners mistakenly believe business succession planning and estate planning is for those with substantial wealth. This is simply a myth which does not reflect the nature of business or home ownership....more
When considering converting a C corporation to an S corporation, tax advisers and taxpayers need to pay careful attention to the many perils that exist. Failure to pay close attention to the road in this area could result in...more
Unlike the rules contained in Subchapter K surrounding partnership distributions, which tend to be somewhat complex, the distribution rules contained in Subchapter S are fairly straightforward. Nevertheless, from time to...more
In the S corporation arena, tax advisors and taxpayers generally do not focus a lot of attention on the S corporation shareholder eligibility rules other than at the time the S election is made. As we dive into shareholder...more