Proposed Regs Would Expand Health Reimbursement Arrangements
Three federal agencies—the IRS, the Department of Labor, and the Department of Health and Human Services—have issued proposed regulations that would let employers fund tax-exempted health reimbursement arrangements in order to help pay for employees’ individual health...
Chancery’s DCF Upends Appraisal Arbitrage Strategy
In re Appraisal of SWS Group, Inc. Only days after deferring to the merger price in the PetSmart case, the Delaware Court of Chancery opted for the discounted cash flow analysis in the instant appraisal proceeding. This case, which featured a bank holding company,...
Compromised Projections Compel Chancery to ‘Defer’ to Deal Price
In re PetSmart, Inc. A statutory appraisal decision from the Delaware Court of Chancery offered a familiar valuation contest between the discounted cash flow analysis and the merger price. Shareholders opposed to the going-private merger of PetSmart claimed that their...
Eleventh Circuit Affirms Tax Court’s Valuation of Trust’s Interest in LLC
Estate of Koons v. Commissioner (Koons II) The 11th Circuit Court of Appeals upheld a 2013 Tax Court ruling in an estate and generation-skipping tax case that centered on the fair market value of a revocable trust’s interest in an LLC. The crux of the valuation was...
Making Smart Mergers and Acquisitions under Today’s Tax Law
Thanks to the Tax Cuts and Jobs Act (TCJA), many businesses in Maine and beyond will pay less federal income taxes in 2018 and going forward. Some of these will spend their tax savings to merge with or acquire another business. Before jumping on the M&A bandwagon,...
Balance Your Right to Monitor Communications with Employees’ Privacy Rights
Have you considered monitoring your employees’ communications at work? It’s a delicate balance to create a policy to monitor employees activities and protect your company without violating employees’ legal privacy protections. But you may have legitimate reasons for...
In Controversial Move, Tax Court Tackles ‘Double Inclusion’ Problem
Estate of Powell v. Commissioner Given the unfavorable optics of a recent case, the Tax Court’s finding that the value of assets transferred from the decedent to a family limited partnership was includible in the value of the decedent’s gross estate is not...
Updating Your Workplace Drug Use Policy and Enforcement Strategies
Have you been thinking about your drug use policies? Recent trends in the labor market and drug enforcement has encouraged some employers to revise their drug use policies. Here are some of the issues to keep in mind when ensuring your company’s strategy is effective...
Revenue Recognition: New Rules Go Live for Private Companies
Private companies that follow U.S. Generally Accepted Accounting Principles (GAAP) are required to implement new revenue recognition rules in fiscal years that start after December 15, 2018. Are your personnel and accounting systems prepared for this fundamental shift...
Proxy Gave ‘Fair’ Summary of Valuation Work, Chancery Says
In re Merge Healthcare Inc., Stockholders Litig. Several decisions in the Delaware Court of Chancery have focused on the use of the business judgment rule to defeat breach of fiduciary duty claims. Under the rule, the court does not second-guess a deal where a...