Should Your Business Be a C Corporation or a Pass-Through Entity?
The Tax Cuts and Jobs Act (TCJA) introduced a flat 21% federal income tax rate for C corporations for the 2018 tax years and beyond. Previously, profitable C corporations paid up to 35%. This news has caused many business owners in Maine and elsewhere to ask: What is...
Valuation Issues to Address in a Buy-Sell Agreement
Buy-sell agreements protect businesses with multiple owners in the event that one of the owners dies, becomes disabled, or voluntarily decides to leave the company. The agreement should dictate who can buy the departing owner's interest, when, how and for how...
Chancery Says Solid Sales Process Lends Credibility to Deal Price
Merion Capital L.P. v. Lender Processing Servs., 2016 Del. Ch. LEXIS 189 (Dec. 16, 2016) The adage is that the Delaware Court of Chancery has a bias toward the discounted cash flow analysis when determining fair value in statutory appraisal actions. Yet, in the past...
Know the Rules Before Checking Employee Medical Records
Step carefully when employees request time off under the Family and Medical Leave Act (FMLA). The FMLA is a minefield in a number of ways, including how eligibility for leave should be documented. According to the Department of Labor, an employee qualifies for time...
Court Dismisses S Corp Tax Argument in Fair Value Buyout
Matter of Digeser v. Flach A New York statutory fair value decision involving a construction company highlighted key differences in the experts’ income-based valuations. The parties’ appraisers disagreed over the applicable earnings period, normalization for...
Got Bitcoin? Virtual Currency Complicates Tax Reporting
Bitcoin has been around for almost 10 years. But the tax rules associated with "virtual currency" are constantly evolving. In 2018, tax matters will become even more complicated for because relevant provisions of the Tax Cuts and Jobs Act take effect starting in 2018....
New Tax Law Boosts Appeal of Qualified Small Business Corporations
Would you be interested in investing in a business that allows you to later sell your stock tax-free? It may be an option for qualified small business corporation (QSBC) stock that was acquired on or after September 28, 2010. Sales of QSBC stock may be eligible for a...
The Outlook for Internships is Looking Up
In early January, the U.S. Department of Labor (DOL) put out a fact sheet that details how the agency is aligning its policy on intern employment status with new rulings by several U.S. appellate courts. In the past, it would have been much more difficult to bring...
6 Cool Ways to Save Taxes during the Hot Summer Months
The Tax Cuts and Jobs Act (TCJA) may have interfered in some of your summer plans by scaling back or eliminating certain tax breaks. But individuals and small business owners in Maine still have lots of opportunities to save on their taxes. Check out these six ideas...
ESOP Trustee’s ‘Passive and Blind’ Adoption of Valuation Spells Liability
Perez v. First Bankers Trust Services, Inc. Close on the heels of the Brundle case, in which the court ruled the ESOP trustee was liable for a $28 million overpayment, comes a second decision finding trustee liability. In tandem, these cases drive home the point that...