The Corporate Transparency Act (CTA) is going to dramatically change the way that founders and investors in privately-held companies interact with each other. The CTA, once implemented, will require roughly 25 million U.S. companies to file a beneficial ownership report with FinCEN, the Financial Crimes Enforcement Network of the U.S. Treasury. Understanding how the CTA will change the interactions between founders and investors will allow attorneys to modify the contractual relations between those parties in anticipation of the CTA coming into effect.
1031 like-kind exchanges offer your client an array of opportunities to exchange real property while gaining an advantageous tax position by deferring any realized gain (or loss) on the exchange. Add to the mix that these exchanges can include contract exchanges involving purchase rights or options, or even property where the debt exceeds its fair market value, and the rules, requirements, mechanics, and strategies of 1031 like-kind exchanges become even further complicated. To properly advise your client, you need to be fully aware of the sometimes bewildering variety of exchanges to avoid making common mistakes.
Environmental, social, and governance (ESG) is a permanent fixture of the corporate lexicon. A $35 trillion+ sustainable finance market indicates the huge demand for sustainable investments, loans, and bonds for corporations with ambitious ESG commitments. Moving forward, transaction success will be keyed to corporate commitments to ESG and the ability to demonstrate meaningful strides. And since ESG criteria can be crucial to a corporate investment's success, ESG is already influencing financing options and negotiating positions for deals large and small. So before embarking on your next deal, register for this survey course highlighting ESG financing constraints and opportunities!
Counseling a client on the sale or acquisition of a business brings with it unique complexities involving the possibility of unfavorable tax and liability consequences. Whether you are working on behalf of a buyer or seller, it is essential that you expertly navigate the most problematic aspects of the transaction to achieve the best outcome, usually while under the mounting pressure to get the deal done as soon as possible.
Limited liability companies (LLCs) are a popular choice of entity because their business structure provides the liability protection offered by incorporation, while retaining some of the tax advantages of a partnership or sole proprietorship when created by a statute and governed by the laws of the operating state.
Indeed, LLCs are often easier to establish and simpler to maintain than corporations from a non-tax perspective and provide the business with pass-through treatment of income and losses for tax purposes, similar to that of a sole proprietorship or a partnership. But what are the latest federal tax implications you need to consider when forming an LLC?
A successful contract negotiation strategy starts long before the two parties sit across the table from each other. Getting the most favorable terms for your client often hinges on knowing which terms are “must haves” as opposed to “nice to have” when assessing risk and avoiding contention that can hold up a deal. The ability to adroitly address problematic clauses and clarify ambiguous terms will ensure the negotiation process proceeds smoothly to create a contract that clearly delineates each parties’ rights and obligations.
The successful sale of assets often hinges on the negotiation and drafting of a properly detailed asset purchase agreement. Whether you are representing the buyer or the seller, you need to be able to pinpoint when your client is taking on too much liability, assess the viability of the transaction, and negotiate and draft an agreement that results in the best possible outcome with the lowest margin of risk.
To make a deal work, it is essential that you take the time to draft the necessary purchase agreement provisions that clearly delineate the assets and liabilities, carve out or weigh in the risks and anticipate post-deal problems, and can avoid disputes or minimize litigation down the road to lead to a faster and more lucrative closing.
Internal investigations and special committees are almost ubiquitous in today’s corporate environment. Whether the need for them arises from an acquisition, merger, a suspect transaction, a poor management decision, or other sensitive issues, ensuring an independent and thorough investigation is of paramount importance to all organizational stakeholders, including board members, in-house counsel, and outside counsel. It is imperative that everyone involved have clarity on roles, extent of authority, party responsibilities, and evidentiary preservation/production expectations from the very beginning. Privilege considerations must also be appreciated and respected throughout an investigation. Register for this program and learn from an authoritative panel well-versed on the procedural underpinnings and best practices of special committees and internal investigations to ensure your next committee and investigation acts independently and effectively to manage what is on the horizon.
When companies consider the cost of doing business, many never stop to consider the high cost of litigation if a dispute arises that disrupts a deal. Business lawyers often include arbitration clauses in contracts to settle disputes, but these are often generic and tacked onto the contract as afterthoughts that can end up impeding a speedy resolution. It’s imperative that a well-crafted arbitration clause that structures the resolution process to fit the specifics of the transaction be included in every contract.
When advising a business that is being sold, it’s important to understand from both the buyer’s and the seller’s perspective how the transaction will be taxed under current law, especially in the case of an S corporation. Some of the more important income tax aspects of merger and acquisition transactions involving S corporations can involve a number of unique legal and tax considerations that need to be accounted for in order to achieve the most beneficial tax outcomes.