Profits Interests vs Options – To Do or Not to Do?

Profits Interests vs Options – To Do or Not to Do?

Granting employees equity interests helps keep employees and key executives invested—both financially and emotionally—in the business, thereby incentivizing employees and encouraging employee retention. For startups and small businesses that are low on cash, granting...
Section 338(h)(10) Election – The Unicorn of M&A

Section 338(h)(10) Election – The Unicorn of M&A

Perhaps you’re the owner of a medium-large corporation and you’re looking to buy a smaller corporation or even a unicorn. And by unicorn, I don’t mean the mythical beast, but rather the mythical startup. Today we’ll talk about another kind of unicorn, one entirely...
The How To Guide to M&A: Shareholder Loans

The How To Guide to M&A: Shareholder Loans

This article will provide a brief overview of what a shareholder loan is, and the difference between equity and debt as two types of loans. Next, the tax consequences to corporations of shareholders’ interest on loans will be discussed. The last section will mention a...
Purchase Price Allocation for Tax Purposes

Purchase Price Allocation for Tax Purposes

When purchasing a business in an asset deal, the consideration is often expressed as a lump sum.  However, in order to determine the tax basis of the individual assets comprising the business, a purchase price allocation would be necessary.  The buyer would need to...