How Consumer Behavior Influences Businesses


Offline shopping is becoming obsolete, as Americans are increasingly shopping online.  According to a survey by UPS, 51 percent of purchases were made online in 2016.  Consumer’s expectations of distribution companies are rising.  This is due, in large part, to Amazon Prime which has set the standard for 2-day delivery.  Now, customers expect their items [...]

How Consumer Behavior Influences Businesses2018-07-24T11:28:21-04:00

Valuations: A Cautionary Tale


By: Joshua Levin-Epstein, Esq. Levin-Epstein & Associates, P.C. Email: A recent decision from a Minnesota federal court in a contested valuation proceeding that rejected both of the experts’ valuation reports of a successful grocery store business shows the danger of the incorporation of client advocacy and bias into a valuation report. The Minnesota federal [...]

Valuations: A Cautionary Tale2017-09-11T10:59:26-04:00

Guidance for North-South Spinoffs


Guest Author Lou Vlahos, Esq, Partner, Farrell Fritz, P.C. The IRS continues to issue guidance in the much debated area of corporate spinoffs. A recently published ruling examined the federal income tax treatment of the two steps that comprise a so-called "north-south" transaction. In doing so, it provides taxpayers with some welcome certainty. A "north-south" [...]

Guidance for North-South Spinoffs2017-06-16T14:33:05-04:00

Buy-Sell Agreements – Do You Really Need One?


In a business owned by more than one partner, the need for a buy-sell agreement may seem remote, especially while the business is still young and growing. Understandably, the owners are focused on the urgent and important matters of running and growing the business. Investing time into planning for the future exit of a partner [...]

Buy-Sell Agreements – Do You Really Need One?2017-04-12T12:06:49-04:00

Normalizing Adjustments and Valuations


Valuations frequently assume a third party will purchase a business and primarily run it unchanged.  This does not mean a buyer will continue to pay expenses or a level of expense not considered typical.  Non-operating assets are typically excluded from a valuation, too.  Normalizing adjustments take the atypical expenses or portion of expense (or income) [...]

Normalizing Adjustments and Valuations2017-04-04T17:33:33-04:00

Purchase Price Allocation & Valuations


The Financial Accounting Standards Board (“FASB”) released the Accounting Standards Codification Topic 805 (“ASC-805”) in July 2009.  ASC-805, as amended, is the authoritative source for GAAP concerning business combinations. A business combination is the transfer of ownership rights of a business to another entity in exchange for consideration.  Consideration is the sum of the assets [...]

Purchase Price Allocation & Valuations2017-04-04T17:22:55-04:00

Personal Goodwill


Allocation of goodwill to personal goodwill can alter individual tax liability on the sale of a company.  Personal goodwill should be valued by a third-party valuation firm.  It should be clearly identified in the purchase price agreements and agreed to by the acquirer. Recent Tax Court decisions in Bross Trucking, Inc., T.C. Memo. 2014-107, and [...]

Personal Goodwill2017-04-04T17:23:18-04:00

Buy/Sell Agreements & Valuations


Owners of small businesses enter into buy/sell agreements with their partners to protect their interests in their largest investment, their business.  The presence of such an agreement is essential to ensure a clean succession and to protect heirs.  We applaud the efforts, but not always the process or results. Much time is spent agonizing over [...]

Buy/Sell Agreements & Valuations2017-04-04T17:23:26-04:00

83(b) Elections and the Smaller Business


We continue our series of articles on compensation with this blog on IRS Section 83(b) elections. A section 83(b) election allows an employee or contractor to include in taxable income the fair market value of property they received for the performance of services before they are truly entitled to that property.  With small businesses, this [...]

83(b) Elections and the Smaller Business2017-04-04T17:24:03-04:00

Stock Options – Non-Qualified Stock Options and Incentive Stock Options


Stock options and stock ownership plans are a popular and effective method of incentivizing employees, often at a low cost to both the employer and the employee.  Several types exist, including non-qualified stock options, incentive stock options, employee stock ownership plans, phantom stock, stock appreciation rights and more.  In this first of a series of [...]

Stock Options – Non-Qualified Stock Options and Incentive Stock Options2017-04-04T17:25:04-04:00

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