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Tax Planning Mergers

DarrowEverett LLP

The New QSBS Landscape: Estate Planning & Corporate Strategies

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On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA” or “the Act”) became law and ushered in the most significant changes to the Qualified Small Business Stock (“QSBS”) regime in more than a decade. These changes—codified...more

Woodruff Sawyer

Mid-Year Update: M&A Market Shifts and RWI Response

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The first half of 2025 brought a subtle but notable shift in M&A momentum. While the market has not returned to pre-pandemic fervor (few, if any, suspected that likely), we are seeing some hopeful signs. Strategic buyers are...more

Levenfeld Pearlstein, LLC

Independent Sponsor Update: Key Takeaways from Q2

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

Clark Hill PLC

EIN retention in healthcare M&A: How F-Reorganizations can preserve regulatory and tax continuity

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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

Tarter Krinsky & Drogin LLP

New Tax Law Increases the Benefits for Qualified Small Business Stock

Benefits Offer Enhanced Tax Exclusions and Eligibility for Founders, Early Employees, and Investors- The recently enacted One Big Beautiful Bill Act makes several taxpayer-friendly revisions to the rules governing Qualified...more

Williams Mullen

[Webinar] M&A Series: Navigating Qualified Opportunity Zones and Qualified Small Business Stock After the OBBB Act - August 13th,...

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Please join Williams Mullen attorneys Jenny Connors and Anna Derewenda as they break down two of the most powerful tax strategies available today - Qualified Opportunity Zones (QOZ) and Qualified Small Business Stock (QSBS) ...more

Paul Hastings LLP

Private Company Report: Q2 2025

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This edition of the Private Company Report highlights critical updates and regulatory changes affecting private companies, including the expansion of Qualified Small Business Stock tax benefits under the One Big Beautiful...more

Holland & Knight LLP

A Look at Transfers of Section 1202 Qualified Small Business Stock

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Section 1202 of the Internal Revenue Code provides that noncorporate taxpayers may exclude certain gains on the disposition of Qualified Small Business Stock (QSBS) held longer than the minimum required holding period. One...more

Rivkin Radler LLP

Three Big Beautiful M&A Takeaways

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It hasn’t taken long for the business world to start unpacking the implications of the newly passed One Big Beautiful Bill Act (OBBBA). While media coverage has mostly centered on its impact on individual taxpayers and the...more

Kilpatrick

5 Key Takeaways 2025 SALT Summer Update

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Kilpatrick’s David Hughes and Jordan Goodman recently presented a “2025 SALT Summer Update” in association with AGN International - a worldwide association of separate and independent accounting and advisory businesses who...more

Frost Brown Todd

Integrating Sale-Leaseback Transactions with Mergers and Acquisitions: A Value-Maximization Strategy

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When business owners contemplate transitioning to their next venture or life phase, strategically combining a sale-leaseback transaction with a merger and acquisition (M&A) deal can unlock substantial value and optimize...more

Holland & Knight LLP

AbbVie's Tax Triumph: Breaking Free from Capital Loss Limitations

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In a significant win for taxpayers, the U.S. Tax Court recently ruled in AbbVie Inc. v. Commissioner, Docket No. 2597-23, that a $1.6 billion "Break Fee" paid by AbbVie qualifies as an ordinary and necessary business expense...more

Herbert Smith Freehills Kramer

Earnout structures: Bridging valuation gaps in M&A – beware the tax complexity

With an observable increase in the use of earnout and contingent consideration structures in M&A, it is timely to consider the related tax complexity. In brief Our recent Private M&A Report highlights a rise in the use of...more

Husch Blackwell LLP

ESOPs for Cannabis Companies

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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

Paul Hastings LLP

Biotech Spin-Off Transactions

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As we previously discussed (here and here), the biotech mergers and acquisitions market currently faces significant headwinds. These challenges include frozen capital markets, regulatory uncertainty at the Food and Drug...more

Lowenstein Sandler LLP

Section 280G Unpacked: Pitfalls and Planning for Tech Startups

In this episode of Just Compensation, Megan Monson and Jessica I. Kriegsfeld talk to Anthony O. Pergola, Vice Chair of Lowenstein’s Emerging Companies & Venture Capital practice group, about the complexities and challenges of...more

Sullivan & Worcester

Remediation of M&A REIT Targets (UPDATED)

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The past is prologue: Do REIT qualification issues close with tax years, do they persist for ten (10) years (being the sum of five (5) years on account of the Section 856(g)(3) “lock out” plus another five (5) years of...more

Goodwin

Crafting a Competitive LOI in Lower Middle Market M&A

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In the lower middle market — typically deals between $10 million and $100 million — the letter of intent (LOI) serves as a pivotal document that sets the tone for the transaction, shapes the seller’s expectations, and...more

Ankura

Navigating Change: How 2025 Tax Changes Could Affect M&A Dynamics

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In the merger and acquisition (M&A) landscape, it is crucial to consider factors beyond the transaction itself, as the 2025 calendar year is already underway. Evaluating how potential 2025 tax changes and any changes beyond...more

Levenfeld Pearlstein, LLC

Independent Sponsor Update: Key Takeaways from Q1

The year is off to a busy start for us: In addition to deal work and portfolio company matters, our team attended conferences and met with various capital providers, independent sponsors, placement agents, and service...more

Farrell Fritz, P.C.

M&A Tax Concepts: What is a “Gross-up Payment,” and Why Does It Matter?

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Buying or selling a business is an exciting experience, and potentially lucrative opportunity for all parties. Most often, during the letter of intent / early negotiations phase, a “deal” is struck based primarily on economic...more

Allen Barron, Inc.

What is an Integrated Business Services Partner?

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What is an integrated business services partner, and why is the integration of these important areas of expertise essential to your company's success?...more

Opportune LLP

The Tax Factbook: A Useful Tool in a Seller’s Arsenal

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The current administration’s pro-domestic energy policies indicate an increase in M&A activity in the energy industry in 2025. As a result, sellers will be looking to find cost-effective and useful ways to maximize deal...more

Bennett Jones LLP

Turning Losses Into Gains: Private Equity Tax Strategies With Distressed Businesses

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Private equity (PE) firms play a critical role in revitalizing struggling businesses by providing, among other things, financial support and operational expertise. PE transactions are often driven by a combination of...more

Venable LLP

Type F Reorganizations: General Overview and the Problem of Dissenting Shareholders

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Choosing the type of entity to form and where to form it are two of the most common early legal decisions that founders make when they start their own businesses. Founders typically register their companies in the state where...more

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