Dave Czarnecki Xconomy article: “Tax Reform and Choice of Business Entity” 03/16/2017
Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Taxation.Tags: David Czarnecki, entity selection, tax law, tax reform
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In his new article for Xconomy, “Tax Reform and Choice of Business Entity“, corporate and tax partner Dave Czarnecki discusses how the decision of choice of entity for an entrepreneur’s business has both tax and non-tax implications. The decision is especially important given the impending White House tax reform plan, which could include a reduction in corporate tax rates.
Dave poses the question:
“If the anticipated changes are adopted, should entrepreneurs be more willing to organize their business as a C-Corporation, rather than an entity that is taxed on a pass-through basis?”
Dave discusses this question and potential tax reform and the implications for businesses in the Xconomy article.
Chip Wry Discusses Entity Choice and Tax Reform in Accounting Today 03/02/2017
Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Taxation.Tags: Chip Wry, corporate law, entity formation, entity selection, GOP Blueprint, tax attorney, tax law, tax reform, Trump administration
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Accounting Today’s article titled “To LLC or not to LLC: Entity choice and tax reform“, discusses the importance of choosing the correct
type of entity to use when forming a business, and the possible impact of an upcoming tax reform. Tax attorney Chip Wry states that while the exact outline of the tax reform is unknown, “it will be similar to the GOP Blueprint. Both the Trump plan and the Blueprint call for lower corporate and individual rates, and an intermediate pass-through rate.” Chip goes on to explain the various tax considerations of choosing a business entity and the scenarios a tax reform may present.
For further detail, read the full article.
You may also be interested in: Tax Considerations in Choosing the Proper Form of Business Entity
Ryan Perry Discusses Profits Interests and their Potential Business Benefits and Caveats in New Article 02/27/2017
Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Taxation.Tags: corporate attorney, corporate law, corporation, entity, ISO, ISOs, llc, LLCs, profits interests, stock options, tax attorney, tax law
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One of the first and most important tax-driven decisions a founder must make is the type of entity in which to house his or her venture. Though much ink has been spilled over the pros and cons of choosing a corporation versus a limited liability company, or LLC, one thing is certain: most folks understand corporations better than LLCs. And who could blame them? LLCs can be complicated entities – so flexible that they often seem downright weird. As a result, even when a founder decides that an LLC is the right fit, it is often structured to look as much like a corporation as possible. We denote membership interest as stock-like units, we view boards of managers simply as directors by another name, and yes, we sometimes even issue options to employees. Equity compensation strategies in the world of the LLC, however, can be much thornier propositions than they are for the humble corporation.
For more information about profits interests and other equity compensation strategies, read the full article or contact Ryan Perry.
MBBP and Attorneys Earn “Best Law Firms” and “Best Lawyers” Rankings 11/30/2016
Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, MBBP news, Taxation, Venture Capital & Private Equity.Tags: attorney, attorneys, Best Law Firms, Best Lawyers, corporate law, rankings, tax attorney, tax law, U.S. News & World Report, vc attorney, venture capital, venture capital law
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Morse, Barnes-Brown & Pendleton PC is pleased to announce it
has 
received national and regional rankings in the U.S. News & World Report / Best Lawyers® “Best Law Firms” listing for 2017. To be eligible, firms must have attorneys who are listed in the current edition of the Best Lawyers in America.
MBBP has received national rankings in three practice areas — Tax Law (Tier 2), Tax Litigation (Tier 2), and Venture Capital Law (Tier 3) — and Boston metropolitan rankings in three areas — Tax Law (Tier 1), Tax Litigation (Tier 1) and Venture Capital Law (Tier 3).
Additionally, venture capital attorney John Hession was selected for inclusion in the Best Lawyers in America® in Venture Capital Law, for its 2017 edition.
MBBP is proud of our impressive Tax and Corporate departments and of the Firm’s recognition.
Massachusetts 2016 Tax Amnesty Program Ending Soon – Action May be Required by May 31, 2016 05/16/2016
Posted by Morse Barnes-Brown Pendleton in Client News, Corporate, Litigation, Taxation.Tags: massachusetts department of revenue, tax, tax amnesty, taxes
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Businesses and individuals who owe Massachusetts back taxes may be able to take advantage of the Massachusetts 2016 Tax Amnesty Program. Eligible participants may benefit by having the accrued penalties and interest on penalties related to their tax liability waived.
The window for participating ends on May 31, 2016, however. Go to the Massachusetts Department of Revenue website (here and here) to learn more.
Is there an Exit at the End of Your Rainbow? 03/17/2016
Posted by Morse Barnes-Brown Pendleton in Corporate, M&A, Taxation.Tags: acquisition, exit, m&a, merger, S corp, St. Patrick's Day, startup, tax, value
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There was green alligators and long-neck geese.
There was humpy bumpy camels and chimpanzees.
There was catsandratsandelephants, but sure as you’re born
the lovliest of all was the Unicorn.
– from “The Unicorn” by Shel Silverstein
Today I am reminded of “The Unicorn,” by Shel Silverstein and popularized in song in the ’60s by The Irish Rovers.
Besides a catchy tune (which gets better by the pint), a “unicorn” is a start-up company whose value exceeds $1 Billion.
While not every start-up will be a unicorn, every start-up can hope for a favorable exit.
From a tax perspective, however, we have seen the excitement surrounding an exit be dampened by improper tax elections (e.g., S corporation elections, 83(b) elections), faulty granting of equity compensation, non-compliant deferred compensation plans, and incorrect state, sales and/or employment tax filings, to name just a few.
My message for you this St. Patrick’s Day: Avoiding tax issues in M&A does not require the luck o’ the Irish, just competent tax advice.
Is it time to start thinking about securing your pot of gold? Contact Diana Española.
MBBP Publishes February M&A Today Newsletter 03/01/2016
Posted by Morse Barnes-Brown Pendleton in Corporate, Intellectual Property, Legal Developments, M&A, Taxation.Tags: acquisition, indemnification provisions, infringement, ip, m&a, merger, patent, qualified small business stock, tax
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Hot off the press!
Articles include:
- Tips for Enforcing Indemnification Provisions
- Permanent Exclusion of Gain on Sales of Qualified Small Business Stock
- IP Due Diligence: Patentability vs. Patent Infringement
Get more info on our M&A blog or read the full newsletter.
Tax Alert: Last Minute Legislation Makes Permanent Business-Favorable Tax Breaks 12/28/2015
Posted by Morse Barnes-Brown Pendleton in Legal Developments, Taxation.Tags: PATH Act, tax breaks, tax legislation
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In early December, Congress passed and President Obama signed the “Protecting Americans from Tax Hikes (PATH) Act of 2015,” a tax package making permanent certain tax breaks that had previously expired every year or two years (requiring legislative action to be renewed). These now permanent tax breaks cover a range of entities and business practices. This alert addresses selected business provisions of the Act.
Action: Taxpayers should review all extended breaks; but may find those highlighted here particularly relevant. Tax benefits may be available by taking year-end action. Businesses and individuals that have already filed tax returns including 2015 tax periods should consider filing amended tax returns to take advantage of the new law.
Learn more about the key business tax provisions made permanent by the Act in our December Tax Alert.
Please contact Robert M. Finkel or Diana C. Española to learn more.
IC-DISC Structure Provides Permanent Tax Deferral for Exporters 07/07/2015
Posted by Morse Barnes-Brown Pendleton in Taxation.Tags: exporters, IC-DISC, tax savings
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Exporters, are you taking full advantage of an important U.S. export incentive to achieve Federal income tax savings, known as the Interest Charge Domestic International Sale Corporation or “IC-DISC”? If not, this short but informative article describes how IC-DISCs generate Federal income tax savings for exporters and the basic IC-DISC requirements.
Please contact the article’s authors, Robert M. Finkel and Diana C. Española, to learn more about IC-DISCs.
Hot Off the Press: Basic Tax Issues In Choosing a Business Entity 06/18/2015
Posted by Morse Barnes-Brown Pendleton in Legal Developments, New Resources, Taxation.Tags: basic tax issues
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Hot off the press! MBBP tax attorneys Robert Finkel and Diana Española recently released an updated version of their article entitled “Basic Tax Issues In Choosing a Business Entity”. This article provides insight on numerous factors to consider when choosing to start a business as a C corporation, S corporation or LLC.
The full article can be accessed here.
Please feel free to contact Robert and Diana directly with any questions on this topic.
MBBP Attorney to Present at Upcoming MCLE Program – Primer on Preparing Massachusetts & Delaware LLC Documents 04/20/2015
Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Legal Developments, Taxation.Tags: business entities, delaware, LLCs, massachusetts, MCLE New England
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MBBP Attorney Charles A. Wry, Jr. will be among faculty presenting at MCLE New England’s upcoming program “Primer on Preparing Massachusetts & Delaware LLC Documents” on Tuesday, May 5th from 2:00 pm – 5:00 pm.
The panel will debate the pros and cons of LLCs and corporations, discuss basic tax and business issues presented by LLCs, identify specific advantages and disadvantages of LLCs, and report on common mistakes and traps for the unwary in forming and advising LLCs—with special emphasis on drafting LLC agreements. Panelists will also discuss single member LLCs, combinations of LLCs with other business entities, “employee equity participation” for LLCs, “piercing the veil” of an LLC, dissolution of LLCs, and the differences between the Delaware and Massachusetts LLC statutes.
To register for this event, please visit MCLE.
For more information regarding this topic, please feel free to contact Charles A. Wry, Jr. directly.
Tax Alert: Massachusetts 2015 Limited Tax Amnesty Program 03/20/2015
Posted by Morse Barnes-Brown Pendleton in Client News, Taxation.Tags: DOR, Tax Amnesty Notice, tax law, Taxpayers
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Taxpayers who have received a Tax Amnesty Notice from the Massachusetts Department of Revenue (DOR) may be eligible to participate in a 60-day Amnesty Program. Under the Amnesty Program, the DOR will waive certain penalties (and penalty interest) if an “eligible” taxpayer makes full payment of all tax and interest due for the taxes and tax periods listed on the Tax Amnesty Notice.
In addition to paying tax and interest in full, participants must agree to waive both the possibility of receiving any refund and also the possibility of contesting liability for amounts paid pursuant to the Amnesty Program.
The Amnesty Program ends on May 15, 2015.
Read our full Tax Alert to learn more about the Amnesty Program. To learn how our Tax team can assist you, please contact Robert Finkel or Diana Española.
MBBP Ranked “Best Law Firm” in Boston by U.S. News and Best Lawyers 02/24/2015
Posted by Morse Barnes-Brown Pendleton in Litigation, MBBP news, Taxation.Tags: Best Law Firms, Best Lawyers, boston, litigation, tax, us news
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U.S. News and Best Lawyers, the leading survey of lawyers worldwide, have joined to rank more than 12,000 firms in 120 practice areas in 174 metropolitan areas and 8 states. Morse Barnes-Brown & Pendleton P.C. has received a Tier 1 ranking of Boston’s “Best Law Firm” 2015 in two practice areas: Tax Law and Litigation-Tax. The U.S.News – Best Lawyers “Best Law Firms” rankings are based on an evaluation process that includes the collection of client and lawyer evaluations, peer review from leading attorneys in their field, and review of additional information provided by law firms as part of the formal submission process.
MBBP is proud of our impressive tax department. Please feel free to contact the members of our team with any tax-related questions.
Tax Alert – February 2, 2015 Deadline for Information Reporting with Respect to Exercised Incentive Stock Options 01/23/2015
Posted by Morse Barnes-Brown Pendleton in Taxation.Tags: incentive stock option, IRS, taxation
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Action May Be Required
Corporations, both publicly and privately held, that transferred stock in 2014 pursuant to the exercise of incentive stock options (ISOs) are required to report each transfer to both the IRS and the exercising person.
Form 3921 (Exercise of an Incentive Stock option Under Section 422(b)) is used for both reporting purposes. Form 3921 requires the corporation to furnish certain information regarding the exercise, including the fair market value of the shares of stock on the date the ISO was exercised.
This year, corporations must furnish Forms 3921 to all exercising persons on or before February 2, 2015 and to the IRS on or before March 2, 2015 (March 31, 2015, if forms are filed electronically). Each exercise by an employee requires a new Form 3921, which may require corporations to fill out and furnish multiple Forms 3921 for some employees.
In general, for each Form 3921, failure to furnish all statements in a timely manner, failure to include all required information, inclusion of incorrect information, or the filing of unofficial Forms 3921 that cannot be scanned by the IRS will result in the imposition of penalties on the corporation.
Transfers of stock under an employee stock purchase plan (ESPP) are also subject to similar reporting requirements (using Form 3922) and deadlines.
Morse, Barnes-Brown & Pendleton would be pleased to assist you in understanding and complying with these ISO and ESPP reporting obligations.
Please contact Robert M. Finkel, or Diana C. Española, to learn more.
This Tax Alert provides general information only. It is not intended to provide advice with respect to any specific set of facts, nor is it intended to advise on all developments in the law.
Our Greatest Hits of 2014! 01/21/2015
Posted by Morse Barnes-Brown Pendleton in Corporate, Employment, Immigration, Intellectual Property, Licensing & Strategic Alliances, M&A, MBBP news, Privacy and Data Security, Public Companies, Taxation.Tags: employee claims, employment law, IRS, mergers and acquisitions, startup, venture capital
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From the Top Ten Issues in M&A Transactions to the Life Cycle of an IRS Audit we’re recapping the most popular articles and blogs in 2014!
Other popular articles include:
- Avoiding Employee Claims of Unlawful Retaliation
- Enforcing Noncompetition Agreements
- International Travel on an H-1B Visa
- Common Publishing Legal Issues and How To Avoid Them
- Book Publishing Contracts: Checklist of Deal Terms
- A Rose by Any Other Name: Pros and Cons of Pseudonyms
- Common Stock Valuation and Option Pricing by Private Companies
10 Years of Valuations Under 409A - Double Trigger Acceleration: Neat in Theory, Messy in Practice
Most popular posts from our 4 blogs:
- Good Company: Ten Crucial Questions to Answer Before Contacting a Patent Attorney
- M&A Today: “Materiality Scrape” Provisions in Merger/Acquisition Agreements
- Massachusetts Employment Law: Are Your Commissioned Sales Employees Entitled to Minimum Wage and Overtime?
- VCs and Startups: Why Incorporate?
These articles, along with our newsletters and other blogs can found here.
Last Minute Action by Congress Proposes to Extend Business-Favorable Tax Provisions through 2014 12/19/2014
Posted by Morse Barnes-Brown Pendleton in Legal Developments, Taxation.add a comment
By: Robert M. Finkel and Diana C. Española
This week, Congress passed a tax package reinstating more than fifty tax breaks, or “extenders”, for certain business activities occurring in 2014. The extenders cover a range of entities and business practices.
President Obama is expected to sign the Tax Increase and Prevention Act of 2014 (H.R. 5771) into law (“TIPA”).
Action item: Businesses and individuals should review all reinstated extenders, but may find those highlighted here particularly relevant. Tax benefits may be available with year-end action.
Businesses and individuals that have already filed tax returns including 2014 should consider filing an amendment to take advantage of applicable extenders.
MBBP Named “Best Law Firm” in Boston 05/12/2014
Posted by Morse Barnes-Brown Pendleton in Client News, Taxation.Tags: best law firm, Best Lawyers, boston, litigation, tax, taxation, us news
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U.S. News and Best Lawyers, the leading survey of lawyers worldwide, have joined to rank more than 11,000 firms in 120 practice areas in 170 metropolitan areas and 8 states. Morse Barnes-Brown & Pendleton PC has received a Tier 1 ranking of Boston’s “Best Law Firm” 2014 in two practice areas: Tax Law and Litigation-Tax. The U.S.News – Best Lawyers “Best Law Firms” rankings are based on an evaluation process that includes the 
collection of client and lawyer evaluations, peer review from leading attorneys in their field, and review of additional information provided by law firms as part of the formal submission process.
MBBP is proud of our impressive tax department. Please feel free to contact the members of our team with any tax-related questions.
MBBP Attorneys Help Demystify LLCs in MCLE Program 04/29/2014
Posted by Morse Barnes-Brown Pendleton in Attorney News, Events, Legal Developments, Taxation.Tags: llc formation, MCLE, tax
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On May 5th, MBBP Attorneys Diana Española and Chip Wry will sit as faculty for an MCLE In-House Program “LLCs Demystified“. The program will focus on the fundamentals of LLCs, highlighting business and tax issues frequently presented by such entities. Diana and Chip will help to debate the pros and cons of LLCs and corporations, discuss basic tax and business issues presented by LLCs, identify specific advantages and disadvantages of LLCs, report on common mistakes and traps for the unwary in forming and advising LLCs, and provide practical drafting tips.
The MCLE will create an audio CD of the program and will also be rebroadcasting it as a webcast on May 12th.
For more information on LLC formations, operations and exits, please contact Diana Española or Chip Wry.
Tax Considerations in Choosing the Form of Business Entity 04/11/2014
Posted by Morse Barnes-Brown Pendleton in Attorney News, New Resources, Taxation.Tags: C Corporation, entity, llc, new business, S Corporation, tax, tax considerations
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By: Chip Wry
Founders of a new business typically realize early on that they need to conduct the business through a legal entity to limit their personal liabilities for the debts and obligations the business generates. Often, the three entity types from which the founders must choose are the “C” corporation, the “S” corporation and the limited liability company (or “LLC”). While all three entity types insulate the founders from personal liability, the differences among the three types for tax purposes are substantial. A C corporation, on the one hand, reports and pays tax on its income separately from its owners. The income or loss of an S corporation or LLC, on the other hand, generally is reported by the owners on their personal returns. The choice, therefore, is often tax-driven and requires an analysis of how the founders expect to grow and profit from the business.
View the full article to learn more.
MBBP Attorneys Dissect Fundamentals of Business Tax Law — Upcoming MCLE Program 01/31/2014
Posted by Morse Barnes-Brown Pendleton in Attorney News, Events, Taxation.Tags: business tax, tax issues, tax law, transactions
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MBBP Tax Attorneys Robert M. Finkel and Diana C. Española are among the faculty presenting at MCLE New England‘s in-person program “Fundamentals of Business Tax Law Dissected” on Thursday, February 13th from 2:00 pm to 5:00 pm.
This program is intended to provide non-tax lawyers with an overview of the most common taxes businesses can expect to face, and the background necessary to help spot troublesome tax issues that can derail a transaction and pose problems to businesses down the road.
To learn more or to register for this event, please visit MCLE.
For more information on tax law, please contact Robert Finkel or Diana Española .
