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Pass Through Deduction in New Tax Bill Unlikely to Slow Trend Toward Industry Consolidation

The Tax Cuts and Jobs Act of 2017 signed into law on December 22, 2017 by President Trump added a new deduction for noncorporate taxpayers (i.e. S corporations, partnerships, sole proprietorships, and trusts) who have qualified business income.  This deduction, found in section 199A of the Internal Revenue Code, is also referred to as the “business pass-through income deduction.” 

SEC Guidance Update and the DOL’s Fiduciary Rule

In December, the Division of Investment Management of the Securities and Exchange Commission issued Guidance Update No. 2016-06. The Update provides disclosure and procedural guidance to address potential issues for mutual funds responding to the Department of Labor’s adoption of the Conflict of Interest Rule. To address concerns by financial intermediaries that variations in mutual fund sales loads may violate the Rule, Funds are exploring various options, including changing fee structures and creating new share classes. Such changes may impact fiduciary decisions regarding a plan’s investments and compensation arrangements.

Internal Investigations – Best Practices

Organizations conduct internal investigations when confronted with significant legal and financial risks. A successful internal investigation follows recognized best practices. Spencer Fane LLP presents this best practices information to inside counsel. It is based on Spencer Fane’s experience in conducting internal investigations, and on case law, ethics rules and the experience of other law firms. We believe this is a valuable resource that will support inside counsel’s oversight and decisions in internal investigations.

Missouri Legislature Considers Proposals to Extend Sales Tax Exemption on Aircraft Replacement Parts

Both the Missouri House and Senate are currently considering bills that would extend indefinitely the exemption of aircraft replacement parts from the Missouri sales tax.

Compliance with FARs Provides Defense to Claim of Negligence Against Aircraft Manufacturer

A February decision by a federal court in Washington State found that federal regulation of aviation safety has “occupied the field” with respect to aircraft design and testing.

Structuring and Drafting the Acquisition Agreement

Structuring and drafting the acquisition agreement requires both a thorough understanding of the deal as a whole and meticulous crafting of the specific provisions of the purchase agreement. The deal lawyer should always bear in mind that the intricate provisions of the agreement are important only to the extent that they improve the client’s chances of achieving its overall objectives in the transaction. In the midst of negotiating over materiality qualifiers and indemnity caps, it is easy to get caught up in trying to win the point in contention even though it may make little or no difference in the scope of the deal as a whole.

The Process of Incorporation vs. LLC Formation (KS focus)

This session will compare corporations and LLCs from the perspective of the creation and filing of organizational documents and agreements between equity owners. We will begin with a discussion of choosing the state in which to form a new entity before moving to an examination of the basic organizational and relational documents that govern corporations and LLCs.

The Process of Incorporation v. LLC Formation (MO focus)

Several factors may be in play when advising a client on the best state in which to form a new business entity. The formation and governance of corporations and LLCs are controlled by statutes that differ from state to state. For some companies, it is clear from the time of formation that the courts’ interpretation of the controlling statutes will be important, so case law can be as important as the statutes themselves.

Advanced Tax Issues for LLCs

This article focuses on a number of tax issues that arise in advising LLC owners. Section A briefly examines the check-the-box regulations that lend certainty to an LLC’s tax status as a partnership, a disregarded entity, or (rarely) a corporation.

Tips of the Trade: Overcoming Common Challenges in M&A

Every acquisition (or divestiture, from the seller’s perspective) has its own unique twists and turns. This presentation addresses six situations that give “character” to any transaction in which they arise. These common challenges are not necessarily related to one another, so there is no good way to bind them into a cohesive whole.

Choosing the Right Entity for Your Client’s Business

This webinar was presented to members of the National Business Institute in July 2009.

Advantageous Uses of LLCs

LLCs offer the limited liability feature normally associated with corporations, but LLCs are not burdened by the double taxation and rigid governance requirements that make the corporate form less than ideal. On the other hand, the flexibility of LLCs makes them more costly and complicated to set up than corporations. No form of entity is the right choice in every situation, but as this section discusses, LLCs are quite useful in a variety of scenarios.