Category Archive for: ‘Business Transactions’

An Ounce of Prevention is Worth a Pound of Cure

In describing an odd Limited Liability Company (“LLC”) formation that ended in a court battle, the Tennessee Court of Appeals stated that “[a]s was the case with Alice in Wonderland, the evidence reveals that the parties wanted to go “somewhere,” and as the Cheshire Cat explained, if you want to go somewhere, ‘you’re sure to do that, if only you …

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Thinking of Organizing a Business?

The Consolidated Appropriations Act, 2016, Pub. Law 114-113, extended, indefinitely, the 100% exclusion from tax of the proceeds from the sale of qualified small business stock, Int. Rev. Code §1202.      Briefly, a taxpayer, other than a corporation, can exclude, from federal income tax, 100% of the gain from the sale or exchange of stock which is held for more …

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Special Taxation Districts: Use with Care

Business communities looking to improve their infrastructure may consider funding improvements through special taxation districts. These districts go by different names in different states: Special Service Areas, Community Improvement Districts, or—in Tennessee—Central Business Improvement Districts. The basic idea is that property owners create a district and levy a special tax on the properties within the district. The tax revenue is …

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Contract Provisions

Contracts contain provisions frequently and unfortunately dismissed as “boilerplate.” “Boilerplate” comes from the newspaper business and originally referred to metal sheets produced regionally or nationally and shipped to local newspapers for use on local presses without change. “Boilerplate” now describes standard contract provisions which can be changed only with difficulty. An integration or merger clause is frequently found among a …

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