Tax

Convertible Debt in an S Corporation Because 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 the...

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 post describes 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, and Palo...

The California Court of Appeal held on July 24, 2012 that California may not eliminate multistate taxpayers’ use of an equal-weighted apportionment formula for calculating income tax liability. Other jurisdictions may agree. However, on August 9, 2012 the California Court of Appeal stated that it...

California-based investment advisers to private funds, whether exempt or registered at either the state or federal level, must file at least portions of Form ADV. All such filings are required to be made electronically through the Investment Advisor Registration Depository (www.iard.com). Investment advisers who plan...

X