Monthly Archives: February 2021

New York Trying to Impose Sales Tax on Acquisition of Equity of LLC

Buyer acquires all equity of the target, an LLC, and a disregarded entity. NY Division of Tax Appeals upholds NY’s $125K sales tax assessment on target’s tangible personal property. M&A Stories February 26, 2021 Introduction M&A lawyers know that there

Posted in sales tax imposed on equity sale of DRE Tagged with: ,

Business Seller Faces $600K Broker Claim on Deal That Didn’t Close

Sale of business failed to close because spouse of the founder refused to sell. M&A Stories February 23, 2021 Introduction Business brokers can help you sell your business. However, the broker listing or engagement agreement creates legal obligations which need

Posted in investment banker/business broker, willing buyer or procuring cause Tagged with: ,

Asset Buyer’s Substance Over Form Argument Wins $3 Million Amortization Deduction

The IRS challenged the buyer’s $3 million amortization deduction in an asset acquisition based upon the structure chosen by the parties to the transaction. The tax court however, allowed the amortization deduction based upon the economic substance of the transaction.

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“No Harm No Foul” M&A Language Extended Time to Make Indemnification Claim

APA excused business buyer’s failure to make indemnification claim by expiration of the survival period because there was no “actual and material prejudice” to the seller. M&A Stories February 15, 2021 Introduction Agreements for the acquisition of private companies usually

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Idaho Wants $1.4 Million in Taxes Claiming Share of $120 Million Gain from Sale of Equity in Virginia Pass-Through

Idaho argues that gain from the sale of a majority interest in Virginia pass through LLC was apportionable business income, not nonbusiness income allocable to Virginia as reported by the Virginia owner. M&A Stories February 9, 2021 Introduction Selling a

Posted in nonbusiness income, state and local tax Tagged with: ,

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