Videos – McGuire Law Firm

Definition of Knowledge in a Stock Purchase Agreement | A Denver Business Attorney Explains

John McGuire — Fri, 16 Oct 2026 08:22:28 +0000

In this video we discuss the definition of “knowledge” in a stock purchase agreement or an acquisition of a business. When you draft a contract to acquire a business, you’ll notice that the word knowledge is used often. This is important because the definition of knowledge affects your exposure to indemnity. If you have knowledge of something and there’s a problem, then the person who purchases your business may be entitled to indemnity, but if you don’t have knowledge, then they wouldn’t. A Denver business attorney at the McGuire Law Firm can help you sort this out and make sure you’re protected as much as possible in an asset purchase agreement.

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Definition of Fundamental Representations and Warranties in a Stock Purchase Agreement

John McGuire — Tue, 29 Sep 2026 16:21:18 +0000

Representations and warranties are a major part of any business acquisition. In certain purchase agreements, the representations and warranties may be broken into categories such as “Fundamental Representations and Warranties” and perhaps “Non-Fundamental Representations and Warranties.” That being said, which representations and warranties are generally included in “Fundamental Representations and Warranties?” Of course, the specific answer depends upon the specific agreement and facts and circumstances of the transaction but generally you can expect a handful of the same reps & warranties to be included in “Fundamental Representations and Warranties.” In terms of why one would care as to what constitutes a fundamental representation and warranty, generally different survival periods for indemnification and indemnification caps will apply to fundamental representations and warranties.

If you have questions regarding fundamental representations and warranties, get in touch for a free consultation with a business attorney at the McGuire Law Firm.

What is a “Basket” in an Asset Purchase Agreement? | A Business Lawyer Explains

John McGuire — Tue, 29 Sep 2026 16:14:27 +0000

A “Basket” in a merger or acquisition is generally a minimum amount of damages, almost a deductible that must be reached, in order for an indemnified party to have a claim against the indemnifying party. A basked can help protect one party from making small claims or “nickel and diming” the other party and be beneficial for the agreement.

If you have any questions about a business transaction, please get in touch with business lawyers at the McGuire Law Firm for a free consultation.

How Do You Amend an IRS Offer in Compromise? A Tax Attorney Explains

John McGuire — Fri, 25 Sep 2026 02:31:33 +0000

As tax attorneys we are often asked about whether a tax debt can be settled with the IRS through an offer in compromise. As part of this question and when we get down to submitting an offer to the IRS, many people will ask whether the offer can be amended if in fact the IRS agrees that a settlement is warranted but the IRS does not agree with the exact offer amount we have proposed. The answer is, yes, an offer can be amended once submitted to the IRS. Once an amount is agreed upon, the offer amount and terms can be amended by submitting amended forms and statements. If you have any questions regarding an offer in compromise with the IRS, please feel free to contact The McGuire Law Firm for a free consultation with a tax attorney.

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What is a Financial Account for FBAR Purposes? An International Tax Lawyer Explains

John McGuire — Tue, 22 Sep 2026 15:36:09 +0000

Foreign accounts subject to FBAR reporting run from the obvious to less obvious. The most obvious and most common are foreign bank accounts and foreign investment accounts. Less obvious are accounts for which you might have signature authority or joint ownership. Otherwise, considerations need to be made for life insurance policies and foreign pension accounts. If you have foreign accounts and want to know if they should be reported on the FBAR, reach out to an Attorney with the McGuire Law Firm to help assess your FBAR reporting responsibilities.

Relevant links:

File your FBAR here.

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How is the Streamlined OVDP Penalty Calculated? An International Tax Lawyer Explains

John McGuire — Thu, 17 Sep 2026 10:39:23 +0000

The Streamlined penalty applies to the Streamlined Domestic Offshore Procedures. The penalty is calculated by finding the highest year end balance of the foreign financial assets over the covered lookback period of either three years for the amended returns or six years for the lookback period and applying a 5% penalty to those aggregate balances. If you are considering the Streamlined Domestic Offshore Procedures call an Attorney with the McGuire Law Firm to help ensure you are computing the penalty correctly.

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What is the Penalty for Unreported Foreign Assets? An International Tax Lawyer Explains

John McGuire — Tue, 15 Sep 2026 20:24:04 +0000

Foreign assets may need to be reported to the IRS or FinCEN on either forms 8938, Form 114 FBAR or both. If assets were required to be reported on either, or both, forms and were not reported, you may be subject to penalty for failing to file or late filing. The current FBAR penalty is $16,536 per year for non-willful violations. The penalty for failure to file form 8938 is $10,000 per form per year. Willful violations of the FBAR are subject to penalties of the greater of $165,353 or 50% of the highest account balance per violation, assessed per year. If you have unreported foreign financial assets, reach out to an Attorney with the McGuire Law Firm to determine your options to avoid penalties.

IRS Form 8938

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Keywords: International Tax Attorney, Denver International Tax Attorney, FBAR, Foreign Bank Account Reporting, FBAR Attorney, Foreign Bank Account Tax, Foreign Bank account Tax Attorney, Denver FBAR, Denver FBAR Attorney, Form 114A, Form 114A Attorney.

Are There Any Exceptions To Filing an FBAR? An International Tax Attorney Explains

John McGuire — Thu, 03 Sep 2026 19:59:46 +0000

US persons are required to file an FBAR when they control an interest in a foreign financial account and the highest value of those accounts, in aggregate, exceeds $10,000 during a calendar year. If you meet the filing requirements, there are generally no exceptions to filing. In some circumstances you may file a joint FBAR. If you are an individual or an entity that has control over a foreign bank account, call an International Tax Attorney with The McGuire Law Firm to review your U.S. filing obligations.

Relevant links:

FBAR page at the IRS.

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What Happens If I Do Not Report My Foreign Income? An International Taxation Attorney Explains.

John McGuire — Wed, 02 Sep 2026 20:04:08 +0000

U.S. taxpayers, U.S. citizens and U.S. residents are required to report their worldwide income. Often, taxpayers neglect to include income earned outside the U.S. believing they should only be taxed on that income in the foreign country. If you have income earned outside the U.S. and you neglected to report that income on your U.S. income tax return, call an Attorney with the McGuire Law Firm to help assess your options.

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Do I Need to File IRS Form 5471 For My Costa Rican Real Estate? An International Tax Lawyer Explains

John McGuire — Tue, 01 Sep 2026 16:13:25 +0000

Often, US persons who buy real estate in Costa Rica are encouraged to form a Costa Rican company in order to own the real estate. Costa Rican companies are considered associations taxable as a corporation under US tax law. When a U.S. person owns stock in a foreign corporation they may be required to file Form 5471. If you own an interest in a Costa Rican company, reach out to an International Tax Attorney with The McGuire Law firm to review your U.S. filing obligations.

IRS Form 5741

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