Course1

1031 Like-Kind Exchanges in Trust and Estate Planning

$89.00

For clients with significant real estate portfolios in their estates, Section 1031 like-kind exchanges can be a very effective tool for deferring gain. Recent tax legislation has scrambled familiar tax, economic, and practical considerations for making a like-kind exchange, in some circumstances making these techniques more attractive than before, but in others (incoming producing property) less attractive.  There are also substantial real estate law traps in like-kind exchanges.  This program will provide you with a practitioner’s guide to using new like-kind exchange rules in trust and estate planning.    Trust and estate planning opportunities using Section 1031 like-kind exchanges How the 2017 tax law changed conventional considerations of using like-kind exchanges Review of major non-estate tax issues for estate planners when using like-kind exchanges Circumstances when it no long makes sense to use like-kind exchanges for income-producing party Real estate traps when using like-kind exchanges in trust planning   Speakers: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School. Susan Wheatley is a partner in the Cincinnati office of Taft Stettinius & Hollister LLP and chair of its trust and estate planning practice. Her practice focuses on advising clients on their estate and business succession planning.  She also advises clients about sophisticated charitable and gifting giving strategies. She is a Fellow of the American College of Trust and Estate Counsel and an adjunct professor of law at the University of Cincinnati College of Law.  Ms.Wheatley earned her B.A. at Yale University and her J.D. from Northwestern University School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/1/2023
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LIVE REPLAY: Closely Held Company Merger & Acquisitions, Part 1

$89.00

  Mergers or buyouts of closely held companies are a complex, multifaceted process.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements and distributions to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies. Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2 : Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speakers: Daniel G. Straga is an attorney in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  Mr. Straga earned his J.D. from the George Washington University Law School and his B.A. from the University of Delaware.   Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP, where she assists clients with a wide variety of transactional matters.  Her experience includes mergers and acquisitions, corporate governance, contractual agreements, technology transactions, licensing, and intellectual property transactions.  Ms. Molyneaux received her B.A., with distinction, from American University of Beirut and her J.D., magna cum laude, from the University of Richmond School of Law.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/8/2021
    Presented
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Drafting Buy/Sell Agreements for Closely Held Companies, Part 2

$89.00

There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.  Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will redeem an owner’s interest. Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips.   Day 1: Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches Most highly negotiated provisions of buy/sell agreements Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member Valuation of interests – appraisals, formula clauses,comps, and dispute resolution Rights of first offer v. rights of first refusal, and sales to third parties   Day 2: Funding buy/sell arrangements  – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources Special issues involving S Corps and unincorporated entities Drag-along and tag-along rights in buy/sell agreements Major tax issues in buy/sell agreements for buyer, seller and the entity   Speaker: Daniel G. Straga is counsel in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/23/2021
    Presented
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Course1

Drafting Buy/Sell Agreements for Closely Held Companies, Part 1

$89.00

  There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.  Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will redeem an owner’s interest. Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips.   Day 1: Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches Most highly negotiated provisions of buy/sell agreements Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member Valuation of interests – appraisals, formula clauses,comps, and dispute resolution Rights of first offer v. rights of first refusal, and sales to third parties   Day 2: Funding buy/sell arrangements  – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources Special issues involving S Corps and unincorporated entities Drag-along and tag-along rights in buy/sell agreements Major tax issues in buy/sell agreements for buyer, seller and the entity   Speaker: Daniel G. Straga is counsel in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/22/2021
    Presented
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Course1

Employee v. Independent Contractor: Tax and Employment Law Considerations

$69.00

Characterizing a worker as an employee or independent contractor carries with it a multitude of substantial legal consequences, particularly in employment and tax law.  If a worker is an employee, the tax and compliance “cost” of a worker is substantially more than if the worker is an independent contractor. The Affordable Care Act also requires employers of a certain size provide full-time (in distinction to part-time) employees with health insurance. In employment law, if a worker is characterized as an employee, the employer acquires EEO liability for the employee’s actions. This program will provide attorneys advising businesses with a practical guide to classifying workers as employees or independent contractors, the substantive legal consequences under tax and employment law, and best practices to avoid liability. Employment law factors for characterizing a worker as an employee or contractor Employer liability for EEO and discrimination violations committed by contractors Tax factors to determine whether a worker is a contractor v. an employee Tax liability and withholding obligations of employers depending on the classification Affordable Care Act implications of characterizing an employee as full-time or part-time   Speaker: C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law.  He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property.  His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors.  Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
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Course1

Defending Against IRS Audits of Closely Held Companies, Part 1

$69.00

This program will provide you with a practical guide to defending closely held businesses and owners against IRS audits and collection activity. The program will discuss counseling clients about what to expect in the process and preparing their documentation for review.  It will also cover assessing their potential liability and preparing strategies accordingly.  The differences between income and employment tax issues will also be covered. This program will provide you with real world guide to defending against IRS audit and collection activity of closely held companies.  Day 1: Ascertaining the IRS’s goals and determining a reasonable range of settlements Types of settlements and IRS settlement standards Appeals process and rates of success at each level Negotiating an audit settlement in anticipation of collections Collections process, defenses, and forms of penalty   Day 2: Counseling clients about the scope and nature of IRS collection activity IRS use of asset freezes – cash and liquid assets Liens and levies – and how to obtain releases Obtaining injunctive relief from collection activity Interrelationship of bankruptcy law and collection activity   Speakers: Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated over 300 tax cases in federal, bankruptcy, state and probate court. He has also lectured at Loyola Law School and California State University, Fullerton on topics relating to tax litigation and is chair-elect of the executive committee of the Los Angeles Bar Association’s Tax Section. Mr. Turanchik received his B.A. from the College of the Holy Cross, his J.D. from Fordham University School of Law, and his LL.M. in Taxation from New York University School of Law.   Lydia Turanchik is a partner in the Los Angeles office of Nardiello Turanchik, LLP, where her practice focuses on tax litigation and controversy matters against the United States Department of Justice, the Internal Revenue Service, and state tax agencies.  She has handled tax disputes at all levels, including audit, appeal, settlement, litigation and collection.  Before entering private practice, she was a trial attorney with the U.S. Department of Justice’s Tax Division in Washington, D.C.  Ms. Turanchik earned her B.A. from Tufts University, J.D. from Vermont Law School, and her LL.M. from Boston University.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
    Avail. Until
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