mergers and acquisitions Tag

In corporate mergers and acquisitions, only a handful of corporate representatives control the outcome of negotiations. Such representatives of selling corporations can unfairly choose deals that provide handsome payments to the representatives while leaving less for shareholders. To prevent this, Internal Revenue Code (“IRC”) §280G...

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...

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...

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...

In June 2012 the IRS issued REG-134042-07, containing proposed regulations that would clarify the basis of indebtedness of S corporations to their shareholders. The proposed regulations would allow some taxpayers to take greater deductions on the losses of debt-financed S corporations. Background: When a shareholder loans money...

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