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Foster Garvey PC

A Journey Through Subchapter S / A Review of The Not So Obvious & The Many Traps That Exist For The Unwary: Part XVII – A Brief...

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I have feverishly been reporting about provisions of the One Big Beautiful Bill Act and have left my multi-part series on Subchapter S adrift at sea. Accordingly, I want to sneak in one more article in this Subchapter S...more

Hogan Lovells

IRS reduces barriers to redomiciliations

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On August 19, the IRS released Notice 2025-45 (the “Notice”), announcing its plan to reduce barriers to certain redomiciliations. In particular, the IRS reduced barriers to redomiciliations by foreign publicly traded...more

ASKramer Law

Tax-Loss Harvesting Part III: Investment Strategies

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Taxpayers invest to make money and hope to earn a decent return on their investments. Tax-loss harvesting can be used as part of a taxpayer’s overall investment strategy without affecting investment  returns, while offsetting...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

DarrowEverett LLP

Unlocking Tax-Free Gains: The Power of QSBS in Mergers & Acquisitions

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Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more

Patterson Belknap Webb & Tyler LLP

Cross-Border Issues for Founders with U.S. Companies

We encounter many founders who have based their enterprises in the U.S., but who are not U.S. citizens or permanent residents, or who may have other significant cross-border ties such as close family living outside the U.S....more

Buckingham, Doolittle & Burroughs, LLC

Gifts of Private Company Interests to Charity Prior to Sale

A planning technique that is known to most tax professionals is for an owner of a private company to gift an interest therein to charity prior to a sale. This technique is only of interest to taxpayers who are charitably...more

Hinckley Allen

Converting an LLC to an S Corporation: A Mistake Waiting to Happen

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Limited liability companies (LLCs) offer significant tax flexibility – for one thing they can elect to be treated as disregarded entities, partnerships, C corporations, or S corporations, and can even shift between those tax...more

Patterson Belknap Webb & Tyler LLP

QSBS Rollovers

Most founders are familiar with Section 1202 of the Internal Revenue Code, which provides a tax exemption for the sale of Qualified Small Business Stock (QSBS).  Less well known is Section 1202's cousin, Section 1045, which...more

Cadwalader, Wickersham & Taft LLP

IRS Takes Partnership Entity-Level View on FIRPTA’s Publicly Traded Stock Exception

The IRS has finally taken a view on the exception to FIRPTA (the Foreign Investment in Real Property Tax Act) for publicly traded stock of a United States real property holding corporation (a “USRPHC”) that is held by a...more

Brownstein Hyatt Farber Schreck

Interim Guidance on Book-Minimum Tax and Stock Buyback Excise Tax

The Treasury Department and the Internal Revenue Service (IRS) released initial guidance on Dec. 27, 2022, concerning two corporate tax increases included in the climate and energy reconciliation bill commonly known as the...more

McDermott Will & Schulte

Weekly IRS Roundup December 19 – December 23, 2022

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Presented below is our summary of significant Internal Revenue Service (IRS) guidance and relevant tax matters for the week of December 19, 2022 – December 23, 2022...more

Patterson Belknap Webb & Tyler LLP

Tax Benefits of Advance Planning

Estate planning strategies for founders are typically focused on saving both income taxes and estate taxes. Income tax savings can be achieved by creating and funding multiple trusts with company stock that duplicate any...more

Opportune LLP

Gift & Estate Tax Valuation: 5 Things To Remember

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Here are five things to remember when performing the valuation of shares of a closely held entity for gift and estate tax reporting...more

Farella Braun + Martel LLP

Estate Tax Planning for Large Company Stock Holdings: Four Tips for Using Record-High Lifetime Exemptions

- Annual inflation-indexing continues to increase the historically high lifetime exemption amount for gift, estate, and generation-skipping transfer taxes. Those of considerable wealth who have not yet made gifts, such as...more

Farrell Fritz, P.C.

Sale Of Stock + Target’s Capitalized Costs = Creation Of Intangible? Nope

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Sale of Stock- Ask a business owner to identify the parties to an agreement for the purchase and sale of the stock of a target corporation, perhaps even their own. After giving you a quizzical look, they will likely reply...more

Herbert Smith Freehills Kramer

Debt-Equity Dashed Expectations: Treasury and the Service Retain Onerous Section 385 Regulations

On Nov. 4, 2019, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) published final debt-equity regulations (the Final Regulations) and an advance notice of proposed rulemaking (the...more

Fenwick & West LLP

IRS Filing and Reporting Requirements for ISO Exercises and ESPP Stock Transfers for 2019

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This client alert is intended to remind you of certain 2018 year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the Code), with respect to stock issued to employees or former...more

Downey Brand LLP

Valuation Discounts in Modern Estate Planning

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For most family business owners, the old way of discount planning has become perishable. For many years, closely-held business owners routinely heard estate planners advise them to give or sometimes sell family members’...more

Fenwick & West LLP

The New Foreign Tax Credit Proposed Regulations – An Executive Summary

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Released on November 30, 2018, the foreign tax credit proposed regulations provide a comprehensive new framework for calculating the foreign tax credit in light of several changes made by the Tax Cuts and Jobs Act (TCJA or...more

Fenwick & West LLP

Impact of Tax Reform on the Purchase and Sale of Controlled Foreign Corporations — Selected Considerations

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The application of §1248 and §338(g) in the context of the purchase or sale of a controlled foreign corporation (CFC) has long been one of the most complex areas of the tax code. The recently enacted tax reform act — herein,...more

Bowditch & Dewey

Year-End Tax Planning Tips

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If Congress is successful in lowering tax rates for at least some taxpayers in 2018, there are several year-end taxing-saving tips to consider prior to December 31st....more

McDermott Will & Schulte

ESOP Trends in the Marketplace

Over the years, employee stock ownership plans (ESOP) have evolved in many ways. Currently, ESOP transactions began to resemble traditional M&A transactions including financial structures, warrants and market rate sub-debt....more

Orrick, Herrington & Sutcliffe LLP

IRS Reverses its Position Regarding the Treatment of Merger Breakup Fees

In July 2014 AbbVie Inc. and Shire Plc's announced a $54.8 billion merger deal that would have made AbbVie the largest U.S. company to move its legal residence, though not its operations, abroad in order to lower its tax rate...more

Coblentz Patch Duffy & Bass

Transferee Liability: The [Unlikely] Situation that your Nonprofit Receives a Charitable Gift with Expensive Tax Strings Attached

The case of Salus Mundi Foundation et al v. Commissioner - On August 15, 2016, the Tax Court decided in Salus Mundi Foundation et al v. Commissioner, T.C. Memo. 2016-154, that two foundations were liable as transferees...more

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