Jan 9, 2019

LLCs, Partnerships and the Tax Time Machine

LLCs and partnerships and taxes

Many LLCs and partnerships amended their governing documents in 2018 because of the various new tax rules that came into effect last year. For example, many pass-throughs converted so-called “guaranteed payment” arrangements. Under new IRC Section 199A, certain types of income qualify for a lower income tax rate – depending on the facts, the federal tax on such income can be reduced by as much as 20%. However, this tax benefit does not apply to income received under guaranteed payment clauses.  By eliminating these arrangements, recipients may be able to qualify for the new tax benefit. What about partnerships or… Read more


Sep 5, 2017

Beware of Post-Closing Actions Having a Retro-Active Pre-Closing Impact

Balance Sheet

We are now in September, and with the turn of the Gregorian calendar, comes the unofficial end of summer for both the United States and Israel.  Most have taken their summer holidays, the children are back in school, and the company transaction environment gains new momentum for the balance of the calendar year.  It is a good time to reflect. When selling the equity of a company, Sellers expect Buyers to require a representation and warranty that (1) all taxes of the company have been paid or reserved on the target’s balance sheet and (2) all tax returns previously filed… Read more