Tax CLE

Business mergers and acquisitions are complicated transactions for any attorney representing a buyer or seller, but there are special challenges when representing a client who wishes to buy or sell a Web-based business. Unlike their “brick and mortar” counterparts, the assets of a Web-based business are primarily intangible and can easily lose value – or disappear entirely -- when the business changes hands. Making sure that all of the seller’s web domain names (URLs), e-mail and e-commerce accounts, social media pages, and web traffic transfer smoothly to the buyer without interruption requires an in-depth familiarity with Web-based businesses and how they operate. In this fast-paced presentation, hosted by a leading small business attorney, author of “Advising eBusinesses” and nationally syndicated legal columnist who has helped dozens of clients buy and sell Web-based businesses over the past 10 to 15 years, you will learn how to handle the special issues involved in selling and buying such businesses so that your M&A transactions close smoothly, on time, every time.

This course will provide a basic introduction to U.S.capital gains taxation rules,such as the calculation and determination of basis, adjustments to basis, and gain or loss in the disposition of capital and noncapital assets.Itwill also interweave advanced U.S.capital gains taxation rules such as depreciation recapture, sale of foreign real property, sale of cryptocurrency assets, and other non-resident alien taxation for the sale of U.S.real property.Lastly, this course will highlight the primaryreporting forms and conjunctive tie-in forms needed to ensure a complete and accurate tax return filing forcapital gains transactions.

In this one-hour presentation, tax attorneys Ben Wagner and Kathleen Pfutzenreuter discuss some common tax issues and questions that arise for attorneys advising small business owners, including: the home office tax deduction, tax consequences and considerations in employing family members, the Section 199A Deduction from the Tax Cuts and Jobs Act, establishing residency in a lower or no-income tax state, whether certain items, such as cars, boats, and planes, are deductible business expenses, and how to determine whether the client should treat workers as employees or independent contractors.

Selling or transferring a company can be a once in a lifetime event and understanding the value of the company when transferring it can be a difficult challenge. This course will focus on how to value a company and how to successfully transfer the company and capture its value while minimizing the tax liability and the estate planning that follows. Roman Basi will teach participants the methods used in valuations, succession planning, estate planning, and much more.

Many estate planners consider the passage of the SECURE Act in 2019 to be the most significant retirement legislation of the past 15 years. However, Congress isn’t done, and the EARN Act, which further builds on the SECURE Act, and proposed treasury regulations are in the pipeline to further change laws surrounding retirement. How do these changes affect estate planning and how can individuals and families plan to optimize their IRA planning in light of these new laws?

This presentation will cover do’s and don’t’s for settlement of individual employment cases. While some tax issues will be covered, the audience should understand that Mr. Fitzpatrick is not a tax lawyer and will not be providing tax advice. Among the issues covered will be no rehire clauses; non-disparagement clauses; scope of release; confidentiality; term sheets; ethical issues; effective date; and many others. The purpose of this presentation is to identify the controversial clauses so that the audience appreciate the debate that often focuses on these clauses.

When taxpayers fail to timely file or comply with other Internal Revenue Service (IRS) rules, the agency may issue many different types of penalties. Penalties are typically associated with late payment of tax and/or late filing of tax or information returns. Information returns can be domestic or international.  The international information returns carry significant penalties for late filing and/or filing inaccurately. These penalties can range from a few hundred to a few million dollars. Mishkin Santa will provide practical insight for lawyers on IRS rules related to these penalties and advice on how to obtain abatement of these penalties for clients.

Looking to represent clients in the Cannabis Industry? This course will give participant a basic understanding of the most important issues facing cannabis businesses today, including the current interplay between state and federal law, permitting processes, real estate considerations and cannabis, corporate entity formation, taxation, buying and selling of cannabis businesses, residency requirements and the dormant commerce clause, bankruptcy and receivership laws, nuisance and RICO actions, and employment law and cannabis.

In this one-hour CLE course, attorney David Johanson, will provide an overview of employee stock ownership plans (ESOPs) as an option for succession planning. This course will explore best practices for developing ESOPs that maximize the potential in succession planning, benefit the participants, and follow all ERISA requirements. This course will review the best practices of using an ESOP for succession planning and discuss potential traps attorneys should look out for when developing a plan.