In May 2016, the Nebraska Department of Banking & Finance (the “Department”) adopted a new rule (the “Rule”) for private fund advisers, permitting certain fund advisers to be excluded from the definition of “investment adviser” under the Securities Act of Nebraska (the “Act”). Generally, under the Act, it is unlawful […]
The Closer – M&A, Securities & Corporate Counsel
Cause-Related Marketing: Doing Good Has Legal Strings Attached
Cause-related marketing is nothing new. Most consider the cause-related marketing program by American Express to be the forefront of this “win-win” money-raising structure. In 1983, American Express offered to its customer to donate a penny for every American Express card transaction and to donate a dollar for every new card […]
Proposed Changes to IRS Valuation Rules would adversely affect Gift and Estate Planning Strategies
The Proposed Regulations in a Nutshell. In August, the IRS issued complex, proposed regulations that would change the way we value closely held business interests for estate, gift, and generation-skipping transfer tax purposes. Section 2704 of the Internal Revenue Code has long instructed that certain restrictions found in the governing […]
Supreme Court Decision Ensures More Nebraska M&A Transactions Can Rely with Confidence on Nebraska Special Capital Gains Tax Exclusion
On October 14, 2016, the Nebraska Supreme Court held a taxpayer was eligible for the special capital gains exclusion based on a plain reading of the statute and that the economic substance and sham transaction doctrines could not be used to disallow the Nebraska special capital gains exclusion. The special […]
Look Before You Leap: The Ramifications of Electing S Corporation Status Too Early
For many small businesses operating an active trade or business, an election to form an LLC taxed as an S Corporation makes the most sense. It has several advantages, including limited liability, only one level of taxation, and minimal corporate formalities and other legal maintenance requirements. When compared to an […]