Corporate & Securities

On Wednesday July 10, 2013, the SEC lifted its 80-year ban on advertising by private issuers of securities. The rule was the culmination of a process began by the JOBS Act passed last year. The move is designed to provide startups access to capital in...

Bureau of Economic Analysis requires US corporations with 10% or more of foreign owners to file 2 separate forms at different times. It charges penalties ($2500-$25,000) for failure to file.This year, US companies with 10% or more of foreign owners must file 2 forms: Form...

The fiscal cliff deal extended the 100% qualified small business stock exemption for federal purposes. California tax authorities, however, have taken a restrictive and limiting view and have announced that the exemption will not be allowed for state income tax purposes. Under recently proposed SB...

Apportionment is the division of an entity’s income between all states in which it has a presence. The unitary-business principle attempts to prevent entities from shielding income from apportionment by dropping an income-producing business division into one or more subsidiaries that operate in different states...

The Internal Revenue Service (IRS) has finally issued final regulations on the tax treatment of non-compensatory options and convertible instruments issued by a partnership. These rules are particularly interesting to companies that have formed as LLCs taxed as a partnership for tax efficiencies but have...

Convertible Debt in an S CorporationBecause S corporations cannot issue preferred stock, they will often give investors convertible debt that attempts to mimic the preferences they might obtain through preferred stock. However, unless carefully structured, the issuance of convertible debt may terminate a corporation’s S...

Deferred payment sales are typically subject to the installment method unless the taxpayer affirmatively elects out.  There are three traps that one can fall into with the installment method.1. With certain types of sellers like S corporations, a tax free distribution can be made to...

Being on the west coast, much of my work has an international component. Foreign and international tax transactions can be particularly complex. There are many “gotchas” that make these transactions difficult to manage. Non-tax lawyers often deal with foreign tax-sensitive transactions but sometimes the client...

In our last post, I described some general issues relating to tax free reorganizations. This posts decsribes the types of tax free mergers and reorganizations and the requirements for each, especially as I see them in my law practice in Silicon Valley, San Francisco, Los Angeles...

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