Tax

I.Can an S corporation issue convertible debt to a shareholder without violating the “one class of stock” rule either (i) the straight-debt safe harbor or (ii) the option safe harbor, or (iii) when the debt is convertible for to-be-issued preferred stock, if such stock is...

The IRS and Department of Treasury have issued final regulations to Internal Revenue Code section 336(e), an alternative to section 338 “deemed asset sale” elections. A deemed asset sale treats the qualified disposition of target company stock as a sale of that company’s underlying assets:...

Foreign companies, especially those in the technology sector, are often looking to establish a presence in the United States, and specifically in Silicon Valley. The initial planning usually includes identifying an executive to move to the U.S. in order to manage the operations of the...

California has the largest economy in the United States and a reputation for being at the forefront of technological innovation. It is no surprise that California is an attractive market for businesses.Before entering the California market it is important to review California’s complicated rules dictating...

The Internal Revenue Service has announced that it will recognize legal same-sex marriages for all federal tax purposes.Revenue Ruling 2013-17 provides that the terms “spouse,” “husband and wife,” “husband” and “wife” will now include an individual married to a person of the same sex if...

The U.S. Department of Justice has announced a program pursuant to which Swiss banks can turn over detailed information about their U.S. account holders in return for agreements that the banks will not be criminally prosecuted by U.S. tax authorities.Under the program, banks must disclose...

The California Franchise Tax Board (FTB) recently issued a reminder that anyone acquiring the assets of a business also acquires the seller’s withholding tax liabilities.Thus, in order to avoid being held personally liable, the successor is advised to withhold in trust an amount of purchase...

All United States persons, including citizens, green card holders, and individuals considered US residents based on the duration of their stay in the United States, are required to annually report their ownership of, or signature authority over, foreign bank accounts.The form for such reporting is...

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