Tag: M&A

Fixing S Corporation Problems Just Got a Lot Easier

Business Transactions, Compliance, Income Tax, Regulatory, Revenue Procedures, Tax

Tax rules relating to S corporations are a frequent and often time-consuming problem. With the release of Revenue Procedure 2022-19[1], the IRS just made it easier for S corporations to confirm compliance with tax rules and also has eased the administrative burden on the IRS in dealing with these taxpayers. The Internal Revenue Code provides…
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Leaving Behind Liabilities in an Asset Purchase – Watch out for the De Facto Merger Doctrine

Asset Protection, Business Transactions, Current Events

Those of us who handle acquisition transactions can take for granted that asset acquisitions avoid the buyer assuming unintended liabilities of the seller. As a general rule, acquisitions of an entity’s equity cause the buyer to take any liabilities of the business conducted by the entity. However, asset acquisitions generally allow the buyer to selectively…
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