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Blais Halpert Tax Partners LLP represented Dometic in its acquisition of Igloo Products Corp., a manufacturer of passive cooling boxes and drinkware for the outdoor market. Founded in 1947, Igloo is perceived as one of the leading manufacturers in the world with an iconic brand, a wide product range and strong consumer orientation. With 92% of net sales in the US and products available in more than 90,000 retail stores globally, Igloo also has its own fast-growing direct to consumer sales channel. The acquisition of Igloo is a major step in Dometic’s strategy to continue to grow in the outdoor industry and creates a strong base for further growth globally.
Blais Halpert Tax Partners LLP represented Syner-G Pharma Consulting, LLC in a strategic transaction with private equity firm Riverside Partners that closed on October 28. Travis Blais led Syner-G’s tax team, working closely with M&A advisory firm Network Blue, Inc., led by John Hallal. It’s the latest in a long series of buyouts, investments, financings, and other strategic transactions that Blais Halpert Tax Partners has helped close on behalf of pharmaceutical, biotechnology, and other life science industry clients.
Merger and acquisition agreements almost universally require the target or seller to deliver at closing a so-called “FIRPTA certificate” – i.e., an affidavit that either the target is not a “United States real property holding corporation” or that the seller is not a foreign person, in each case in accordance with Section 1445 of the U.S. Tax Code and the Treasury regulations thereunder.
Michael Lieberman and Benjamin Damsky of Blais Halpert Tax Partners LLP advised TN Marketing, a subsidiary of Trans National Group Services of Boston, in connection with the acquisition by TN Marketing of the assets of Bluprint from NBCUniversal. Bluprint, a subscription video on demand service featuring online courses and other forms of video content surrounding crafts, hobbies and lifestyle topics was launched as Craftsy in 2011 and was acquired by NBCUniversal in 2017.
BOSTON -- After the 2000 dot-com bubble burst, and again during the Great Recession following the 2008 financial crisis, we saw an uptick in debt forgiveness, workouts, and distressed M&A. And we expect to see the more of the same as we enter the Coronavirus Recession. The tax consequences of debt cancellation -- the “bad debt deduction” for lenders and “cancellation of debt income” (CODI) for borrowers -- can be esoteric and arcane, so to help in issue spotting, here are 11 things to know:
The recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) may present a unique opportunity for M&A sellers who closed transactions in 2018 and 2019 to monetize unexpected tax refunds arising from transaction expenses.
We always remind our clients and co-counsel that a Section 83(b) election must be postmarked within 30 calendar days after the date the restricted property (usually unvested stock) was granted. And we're quick to point out that this 30-day deadline is hard and fast -- no grace periods.
Under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the limitation on business interest expense deductions previously enacted as part of the 2017 tax reform has been temporarily relaxed.
Under the recently enacted Families First Coronavirus Response Act (the “FFCRA”) and Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), employers are granted refundable credits against their “employer-side” Social Security taxes for (a) wages paid to employees taking emergency sick leave or Family and Medical Leave Act (“FMLA”) leave because of the COVID-19 pandemic, and (b) a portion of wages paid to all employees if the employer is specially impacted by the COVID-19 pandemic. Additionally, all employers may delay the deposit of most of their 2020 employer-side Social Security taxes for up to 1 ½ to 2 ½ years.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), signed into law on March 27, 2020, temporarily suspends certain business loss limitations that were added to the code in the 2017 “Tax Cuts and Jobs Act” (“TCJA”). Under TCJA, companies were limited from using net operating losses (“NOLs”) to offset more than 80% of their taxable income, and NOLs were no longer allowed to be carried back to offset taxable income earned in previous years.
President Trump’s designation of the COVID-19 pandemic as a national emergency has triggered Section 139 of the Internal Revenue Code, a post-9/11 provision that allow employers to make tax-favored “qualified disaster payments” to employees.
In reaction to the dramatic change in business conditions relating to the COVID-19 pandemic, many businesses are conducting layoffs and furloughs of employees. Meanwhile, the recently enacted Families First Coronavirus Response Act has expanded sick leave and FMLA leave. Here are some common questions (and answers) surrounding how these events impact incentive stock options (ISOs), nonqualified stock options (NSOs) and deferred compensation governed by Section 409A of the Internal Revenue Code.
Bigbelly Solar, the leader in “smart waste” solutions, has entered into a strategic recapitalization with Omaha-based McCarthy Capital to accelerate growth. Bigbelly has over 60,000 solar-powered and remotely managed units in cities, parks, universities, airports, and retail outlets in over 50 countries.
As many advisors, founders, and investors in the middle-market growth-company space are aware, the “Qualified Small Business Stock” rules of Code Section 1202 are an enormous boon to eligible shareholders. Generally, investors in qualifying small businesses (valued at $50 million or less when the stock is issued) who have held their shares for at least 5 years can sell such stock and be exempt from all or a part of federal capital gains taxes (and very often state capital gains taxes, too).
In late 2018, a revised form of the Simple Agreement for Future Equity (“SAFE”) was released. The new form, the Post-Money SAFE, is intended to provide additional clarity regarding how the SAFE issuance will affect stock ownership of the issuing company.
On September 20, 2019, Treasury announced the entry into force of tax treaty protocols with Luxembourg and Switzerland. Additionally, on July 16 and 17, the Senate approved resolutions of ratification of protocols to amend income tax treaties with Spain and Japan; such protocols are likely to be entered into force soon. Tax treaties with Poland, Chile, and Hungary are still pending in the Senate.
BHTP, led by Ben Damsky, has provided tax advice to Resilient Coders, a Section 501(c)(3) nonprofit organization that trains members of low income communities to be software engineers and connects them with employment opportunities. The firm routinely provides pro bono representation to nonprofit organizations, typically but not exclusively with respect to federal and state tax exemption.
Michael Lieberman and Benjamin Damksy of Blais Halpert Tax Partners LLP have advised Watermill Group portfolio company Cooper & Turner on the tax aspects of Cooper & Turner’s acquisition of Beck Industries, a manufacturer and distributor of high-performance bolting components.
With increasing frequency in recent years, we’re seeing shareholders of an S corporation decide to convert their flow-through business to a C corporation.
DeCurtis Corporation, a leading technology software solution provider focused on the enhancement of guest experiences and property management, received a strategic control investment from Shamrock Capital, a Los Angeles-based investment firm.
Blais Halpert Tax Partners LLP has advised the Watermill Group, a strategy-driven private investment firm, on the tax aspects of Watermill’s acquisition of Enbi, a leading manufacturer of high-performance precision rollers, gaskets, seals and insulation for complex applications in image transfer, fusing, substrate transport and acoustic and thermal insulation.
Here at BHTP, no executive compensation question from clients or co-counsel is more common than those concerning Section 83(b) elections. Below are some answers to the most commonly asked 83(b) questions.
Blais Halpert Tax Partners LLP advised the Watermill Group, a strategy-driven private investment firm, on the tax aspects of Watermill’s cross-border acquisition of Andaray (Holdings) Limited and its direct and indirect subsidiaries (“Cooper & Turner”), a UK-based global manufacturer and distributor of high-strength, large diameter industrial fastener systems.
The SAFE, or Simple Agreement for Future Equity, and the KISS, or the Keep It Simple Security, have become a popular way for early stage companies to raise money. These securities were intended to be simple, low-cost alternatives to convertible debt.
The Tax Cuts and Jobs Act of 2017 provided significant changes to the net operating loss (“NOL”) system for corporate and individual taxpayers.
The Tax Cuts and Jobs Act of 2017 may consist of more than 1,000 pages of statutory text and committee explanation, but the top headline is simple: “21% Corporate Tax Rate.”
The Tax Cuts and Jobs Act of 2017 (“TCJA”), the most significant revision of the U.S. income tax laws in 30 years, is now the law of the land.
Two dozen independent employee benefits, property/casualty, risk management and wealth management firms have joined with Genstar Capital, LLC to form Alera Group, an independent national insurance brokerage and wealth management firm with over 20,000 clients, $158 million in annual revenues, and more than 750 employees in 40 offices across 15 states.
Blais Halpert Tax Partners LLP advised the Watermill Group, a strategy-driven private investment firm, on the tax aspects of Watermill’s acquisition of Experi-Metal Inc. (EMI), Sterling Heights, Mich., a provider of prototyping and complex metal formed parts and assemblies for the automotive, aerospace, and other industries.
On July 25, 2016 the Internal Revenue Service issued final regulations that eliminate the need for taxpayers to attach a copy of an 83(b) election to their federal income tax returns for the year in which the property subject to the election was transferred, thus clearing the way for such taxpayers to file their income tax returns electronically.