Read about a notable M&A case where a buyer’s argument for substance over form led to a $3 million amortization income tax deduction. Learn how the court’s decision highlighted the importance of aligning transaction structure with economic substance. M&A…
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Idaho Seeks $1.4 Million Tax from $120 Million Gain in Virginia Pass-Through Equity
Learn about the complex tax implications when selling a business across states. Explore a case involving Idaho’s pursuit of $1.4 million in taxes from a Virginia pass-through equity gain. M&A Stories February 9, 2021 Selling a Business Across States: Tax…
Posted in nonbusiness income, state and local tax Tagged with: business income, cross-state business sale, double taxation, Idaho tax dispute, legal battle, M&A legal blog, mediation and arbitration, Multistate Tax Compact, Noell Industries case, nonbusiness income, pass-through equity, selling a business, state taxes, tax implications, tax resolution, Virginia LLC
Enforcing an Oral Side Deal in M&A: A Case Study
Explore a real-world case study of the legal complexities surrounding oral side deals in mergers and acquisitions (M&A). Learn about the risks, challenges, and key legal points from a business seller’s perspective. August 12, 2020 Introduction: In mergers and acquisitions,…
Posted in 351 M&A transactions, boot, handshake redemption obligation, integration clause, nonqualified preferred stock, parol evidence rule Tagged with: 2007 tax year penalties, business acquisition challenges, California Court of Appeals, integration clause, Kanno v. Marwit Capital Partners II, Legal Risks, LP, M&A legal case study, oral side deal enforcement, parol evidence rule, tax fraud risks, tax implications
Selling Company’s $309 Million Stock Profit Might Avoid California Franchise Tax as Nonbusiness Income
Explore the tax implications of a $309 million stock sale and California Franchise Tax. Gain insights into the Fidelity National Info. Services, Inc. v. Franchise Tax Board case and how it impacts cross-state stock sales. July 8, 2020 Introduction: When…
Posted in nonbusiness income/sale of subsidiary, state franchise/income tax, unitary business Tagged with: business income, California Franchise Tax, cross-state stock sale, Fidelity National Info. Services, Inc. v. Franchise Tax Board, legal insights, M&A legal blog, nonbusiness income, state tax agencies, Stock sale, tax implications, tax risk
S Corporation Stock Sale: Tax Implications You Shouldn’t Miss
Explore the tax intricacies of S corporation stock sales in this informative M&A legal blog. Understand the implications, including IRC section 1377 elections, through a real-life case study. Gain insights for your M&A transactions. M&A Stories March 27, 2019 Introduction:…
Posted in allocation of preclosing taxes refunds and credits, boilerplate provisions, further assurance provision, Internal Revenue Code Section 1377 election, purchase agreement, stock purchase agreement Tagged with: IRC Section 1377 Election, Loss as of Closing Date, M&A legal blog, Purchase Agreement Clauses, Real-life Case Study, S Corporation Stock Sale, S Corporation Tax Basics, stock purchase agreement, Tax Advisor, Tax Consultation, tax implications
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