To “C” or Not To “C”? A Triumph of S-Election Form Over Substance

  For shareholders of S corporations and their advisors, avoidance of the potentially catastrophic tax consequences resulting from a “blown” S election is always an issue of paramount importance. Due to superior asset protection, limited liability, tax savings and self-employment tax benefits, many Florida business owners have opted to operate their businesses utilizing an entity […]

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Make Sure to File Entity Classification Election if Non-Default Tax Status Desired

The “check-the-box” regulations promulgated years ago by the U.S. Treasury Department allow an eligible business entity such as a limited liability company (“LLC”) to elect its classification for Federal income tax purposes (“Entity Classification Election”). An LLC with a single owner may elect to be taxed either as a corporation or as a disregarded entity […]

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Considerations for Warehouse Mortgage Lenders

Warehouse mortgage lenders who make loans to mortgage originators secured by the underlying notes and mortgages customarily take possession of the notes, endorsed by the mortgage originator in blank. Possession of the negotiated, endorsed promissory note not only permits the warehouse mortgage lender to perfect its security interest in the note and related mortgage in […]

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The “Amazon Effect”- the New “Walmart Effect”- an Accelerating Trend

Last week was significant for at least two of America’s traditional retailing giants. Macy’s announced that it was going to close 100 stores by early 2017. Macy’s decision is the latest in a string of major retail downsizing over the last 12 months.  A robust list is compiled here. The very same week that Macy’s announced its […]

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Corporate Divorce: Control Emotions. The Effort Should Be to Maximize Real Value, Not Inflict Pain or Get Even. Why a Negotiated Remedy Is Often Best

At the beginning of the corporate divorce case, emotions are high and the parties often focus more on lashing out at the other — to get even with or inflict pain on the co-owner – rather than on obtaining an optimal split of the business.  It often starts as a scorched earth, all-or-nothing approach where […]

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