Pre-deal due diligence is an essential component of any merger or acquisition. While a sense of the potential opportunity is what inspires any M&A deal, it is awareness of the risks and possible obstacles that shape its terms. Thorough due diligence not only provides a buyer with understanding of the seller’s business, but also provides…
Mergers and acquisitions (M&A) can be an effective strategy for companies to grow, acquire new technologies, capture market share, or seize opportunities. However, the structure of a proposed deal can have significant tax consequences at the federal and perhaps state level that must be considered to maximize value and cash flow from the transaction. Seller…
As a relatively new asset class, cryptocurrency is only beginning to be a consideration in estate planning. For its fans, the decentralized nature of cryptocurrency is one of its benefits—no need to go through a bank or other traditional financial institution to invest. However, that also presents a serious and potentially insurmountable challenge when it…
The beneficial ownership information (BOI) reporting requirements mandated by the Corporate Transparency Act (CTA), which go into effect on January 1, 2024, have clear implications for business entities that were not previously compelled to provide information on their ownership or management. However, they can also affect trusts, depending on the business assets a trust holds….
When couples are planning how their estate will be distributed to their beneficiaries, one common goal is to maximize the amount that can pass to their heirs by minimizing estate tax obligations. Another consideration, however, is providing for the surviving spouse after one member of the couple has passed. Planning can also be complicated by…
For foreign companies, the United States can represent a significant market opportunity for international expansion. Unfortunately, regulatory requirements that were less stringent than those of other developed countries have also made the US an attractive target for bad actors seeking to launder money and fund illicit activities through anonymous shell companies. More than two million…
In 2021, the Corporate Transparency Act (CTA) passed with bipartisan support. As part of the Anti-Money Laundering Act of 2020, the CTA is intended to help bring US law in line with safeguards in other developed countries intended to prevent the flow of illicit money through anonymous shell companies by requiring the US Department of…
But, would you live for them? Dear Friends, As an estate planning lawyer, I deal with death everyday. Everyday, people in my life die, and our office gets “the call.” After you deal with it daily, death is not as depressing as you may think. Because once you understand death, you truly understand life. I…
Putting together a deal for one company to purchase another is always a complex proposition. Balancing sale terms so that risk and reward meet each party’s expectations and completing the necessary legal transactions require careful attention to detail, comprehensive knowledge of the applicable law, and a deep understanding of the goals of the acquiring company…
Most homeowners aren’t experts on all the details of the laws affecting their homeownership, and it doesn’t help when two rather different legal benefits have confusingly similar names. In California, the homeowners’ exemption and the homestead exemption may sound alike, but they are far from the same. One provides a slight property tax break, while…
In certain circumstances, an employee may receive restricted stock as part of their compensation package. Restricted stock is a type of equity compensation in which the employee (perhaps a corporate executive, startup founder, or startup employee) receives shares of company stock that are subject to specified restrictions. These may include a vesting schedule or other…
“First of all, breathe, because nothing on this list is worth losing your peace of mind. Take time to grieve and be with your family. Decisions made when you’re dealing with a flood of emotions tend to be poor anyways, so when you’re ready, you can take these matters up”, Lalit Kundani 1. Order at…
Nobody likes inflation, but recent high inflation has produced a silver lining in terms of increased exclusions to the estate and gift tax exclusion amounts for 2023. While this is good news in the short term, taxpayers should remain aware that in the absence of Congressional action, many of the tax benefits provided by the…
When one company buys another, or two companies merge, each has expectations regarding the potential success of the future company, the quality of the assets being purchased, the level of risk they’re assuming, and many other issues. Because mergers and acquisitions (M&A) are complicated transactions, involving multiple parties and assets, these expectations are expressed as…
With the sudden closures of some major regional and industry-specific banks, many people are worried about their FDIC coverages for accounts held in trust. This is a good opportunity to review the rules when it comes to FDIC insurance and trusts. In fact, the FDIC approved changes, on January 21, 2022, to the deposit insurance…
What is the purpose of a Power of Attorney? If you are an adult with capacity, you, as the Principal, have the right to designate an Agent, sometimes called an “Attorney in Fact” or “Financial Agent”, to manage your financial affairs for you. When is a Power of Attorney effective? The authority of an Agent…
Bye-Bye U.S., Hello Exit Tax! If you are a U.S. citizen thinking about relinquishing your U.S. citizenship, or if you are what is defined as a “long-term” green card holder and thinking about giving it up, you may be in for a surprise. The U.S. has a sinister parting gift for you, called an “exit…
How Trusts are Taxed We can talk hours about the intricacies of trust taxation, but here are some basic concepts that will still go a very long way when it comes to how trusts get taxed. Trusts get taxed in two different ways: a grantor trust, and a non-grantor trust. Grantor Trust A grantor trust…
This is Part 3 in a three-part series about Estate Planning for Non-Citizens. In Part 1, I discussed general issues involving non-citizen planning. In Part 2, I discussed what is a QDOT. What’s the Best Way to Own Real Estate if you are not a US citizen? In Part 1, entitled “Estate Planning for the Non-Citizen,”…
This is Part 2 in a two-part series about Transfer Taxes. In Part 1, I discuss what is the gift tax and estate tax. The GST Tax The generation skipping transfer (GST) tax is often overlooked and misunderstood even by practitioners. It is complex to say the least. In this article, I discuss what the GST…
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