What is FIRPTA? A Guide for Buyers and Sellers in M&A Deals

What is FIRPTA? A Guide for Buyers and Sellers in M&A Deals

by | Jun 18, 2021 | Insights

What is FIRPTA? The Foreign Investment in Real Property Tax Act (FIRPTA) is a tax law that enables the IRS to tax non-US persons on their dispositions of U.S. Real Property Interests (USRPI).  Understanding the application of FIRPTA is critical in conducting tax due...
Profits Interests vs Options – To Do or Not to Do?

Profits Interests vs Options – To Do or Not to Do?

by | May 6, 2021 | Insights

Granting employees equity interests helps keep employees and key executives invested—both financially and emotionally—in the business, thereby incentivizing employees and encouraging employee retention. For startups and small businesses that are low on cash, granting...
Section 338(h)(10) Election – The Unicorn of M&A

Section 338(h)(10) Election – The Unicorn of M&A

by | May 6, 2021 | Insights

Perhaps you’re the owner of a medium-large corporation and you’re looking to buy a smaller corporation or even a unicorn. And by unicorn, I don’t mean the mythical beast, but rather the mythical startup. Today we’ll talk about another kind of unicorn, one entirely...
The How To Guide to M&A: Shareholder Loans

The How To Guide to M&A: Shareholder Loans

by | May 4, 2021 | Insights

This article will provide a brief overview of what a shareholder loan is, and the difference between equity and debt as two types of loans. Next, the tax consequences to corporations of shareholders’ interest on loans will be discussed. The last section will mention a...
Purchase Price Allocation for Tax Purposes

Purchase Price Allocation for Tax Purposes

by | Apr 20, 2021 | Insights

When purchasing a business in an asset deal, the consideration is often expressed as a lump sum.  However, in order to determine the tax basis of the individual assets comprising the business, a purchase price allocation would be necessary.  The buyer would need to...
Reverse Triangular Merger: The Taxable and Tax-Free Version

Reverse Triangular Merger: The Taxable and Tax-Free Version

by | Apr 16, 2021 | Insights

This article will introduce the two variations of the reverse triangular merger: the taxable version (commonly reversed to as the reverse triangular cash merger) and the tax-free version.  We will also discuss the tax considerations that accompany these two types of...