They’re Still Here
Once upon a time, before the advent of limited liability companies (“LLCs”), taxpayers would occasionally acquire real property in a corporation rather than in a limited partnership.
The corporation may have been created to hold the real property, or it may have been an operating company that, for some misguided reason, decided
Why Speak to the Tax Adviser?
I don’t know about you, but most tax advisers hate surprises. I certainly do. Many taxpayers, on the other hand, seem to invite them. While I doubt that they look forward to being surprised, they often go into transactions without first looking into what the income tax consequences will
Yesterday we reviewed the IRS’s determination that a nonstatutory stock option (NSO) violated Section 409A. Today we will review the income tax consequences of such failure.
Income Inclusion under Section 409A
Section 409A provides that, if at any time during a taxable year a nonqualified deferred compensation plan fails to meet certain distribution-timing requirements, or
Incentive Compensation
It is not uncommon for a closely-held business to provide an economic incentive to its key employee. Often, the incentive takes the form of an annual cash bonus. Alternatively, the business may provide the key employee with a longer-term incentive, in the form of a deferred compensation arrangement that may be payable on
Part I of this post can be found here.
Potential Transferees
Now that the disgruntled shareholder has decided to transfer his or her shares to an ineligible shareholder, the transferee must be selected, as must the method of transfer.
This is a very critical point in the process because the shareholder must balance two competing
During the course of the year, we encounter a number of shareholder disputes. Sometimes we represent a minority shareholder; sometimes we represent the corporation or the majority shareholders. 
Regardless of who the players are, the resolution of the dispute will involve some economic deal. The economic deal, in turn, will depend in no small part
For most closely-held businesses, and especially for those that are newly-formed, the infusion of capital is of paramount concern because it may be needed to fund start-up costs, operations and, eventually, expansion. In some cases, the capital may be obtained from investors in exchange for an equity interest in the business; in others, the capital
Time For A Change?
At some point in its existence, a corporate-owned business– even one that is closely held– may have to reconsider its corporate structure. What may have started out as a single corporation, with one line of business, and operating at one location, has grown into a holding company with multiple corporate and
Passive Activity Losses
The “passive loss rules” are aimed at preventing individual taxpayers from using their losses from passive activities to offset their income from active businesses. The rules operate by “disallowing” the current deduction of passive losses – the excess of an individual taxpayer’s losses from passive activities for the year over his or
It’s great to be in business when things are going well. When things start to go badly, however, they can quickly cascade out of control, with reduced cash flow leading to the diversion of trust fund taxes, like sales and employment taxes, toward the payment of business expenses. Additionally, a struggling business owner in need