As discussed previously in other articles, reorganizations can provide a way to restructure business entities or acquire others without experiencing high tax costs. In other words, reorganizations offer ways to accomplish business goals through tax-free restructuring like a forward triangular merger. Common Use for a Forward Triangular Merger One standard method used is a forward triangular merger, or...Read More

Advantages of Taking on Debt with Non-Recourse Liability Non-recourse debt means that if the debtor defaults, the creditor cannot pursue the debtor personally. Instead, the creditor must seek recovery from the collateral securing the loan. The creditor can file a suit against the borrower if the collateral does not cover the debt. However, if the...Read More

IRC Tax-Free Reorganization Reorganization is a term used when a company changes its structure. A reorganization differs from a merger or acquisition because it does not involve merging two companies. Instead, it consists in changing the legal form of a corporation. Reorganization is also different from liquidating a company because it doesn’t involve selling all...Read More

Two Options: Stock Sale and Asset Sale When buying a company, you have two options: buy all its shares or just the company’s assets. If you’re looking to sell your company, you may also choose to sell all of its shares or just its assets. There are pros and cons to stock sales or asset...Read More

Overview of IRC Section §351 and Contributing Property Are you considering establishing a corporation? Perhaps you have considered contributing property as consideration for your interest while another member would like to contribute cash. You may even find yourself in a situation where a third person would like to donate his services in exchange for an...Read More

Gifting Property Tax Implications When gifting property, gift and estate taxes are two different types of taxes applied to wealth transfers. A gift is when someone gives away property without getting anything back in return. An example of a gift is giving your car to your friend. Estate taxes apply to the transfer of assets...Read More

Individual Taxation Income taxes are a significant source of revenue for states. Most states impose an income tax on residents and non-residents alike. Individual taxation is usually progressive, meaning that the amount of tax owed increases with each additional dollar earned. States also levy other taxes, including sales, property, excise, and corporate taxes. The Internal...Read More

Do I Need Estate Planning? Estate planning is about protecting yourself, your family, and your loved ones against potential problems that could arise after you die. Estate planning includes creating a will, establishing trusts, making medical directives, and choosing guardianship over minors. Having a valid will is essential if you don’t do anything else. You...Read More

What Is Form 8283? Form 8283 is a tax reporting form used to report donations to charities. If you donate property valued at $500 or more during the calendar year, you must complete and submit Form 8283 within 30 days of making the gift. This includes cash gifts, securities, life insurance policies, annuities, real estate...Read More

The Acquisition Process When businesses acting as the seller or purchaser are going through the acquisition process, there is likely to be discussion as to whether the acquisition will be structured as an asset purchase or a stock purchase. There are advantages and disadvantages to an asset purchase and a stock purchase for both the...Read More