TaxSlaw

Converting a Taxable Corp Into a Tax-Exempt Entity Via a Bargain Sale – or is it Something More?
February 12, 2026 | Louis Vlahos | Business | Uncategorized

From Taxable to Tax-Exempt Corp Travel back with me to 1986, if you will, and the repeal of the General Utilities doctrine. The Tax Reform Act of 1986[i] added Sec. 337(d) to the Code and directed the Treasury to prescribe the regulations necessary to carry out the purposes of the…
Read More

Applying the Federal Priority Statute to The Attorney as Client’s “Corporate Executive”
February 04, 2026 | Louis Vlahos | Business

Tax Deficiency Over their career, every tax practitioner has had many client-taxpayers against whom a government’s taxing authority – be it federal, state, or local – has asserted and then assessed a tax deficiency. There are many reasons why a taxpayer – whether an individual, corporation, partnership, estate or trust…
Read More

Tax-free Conversion of Corporation Into Partnership Via “C” Reorganization
January 26, 2026 | Louis Vlahos | Business

Non-Recognition Exchanges Under the Code and the Regulations issued thereunder, the gain or loss arising from the conversion of property into cash is treated as income realized or as loss sustained by the owner of the converted property,[i] which the owner must generally account for in determining their federal income tax liability for…
Read More

“Limited Partner”? The Exclusion of Net Earnings from Self-Employment
January 21, 2026 | Louis Vlahos | Income Tax

Limited Partner Exclusion Last week, the federal Court of Appeals for the Fifth Circuit ruled that the U.S. Tax Court had misinterpreted the Code’s self-employment tax rules as they apply to individuals who hold limited partnership interests in a state law limited partnership notwithstanding that such individuals also render services…
Read More

The Corporate Transparency Act: What Was Mostly Dead May Be Recovering?
January 13, 2026 | Louis Vlahos | Business

Near Death Experience Stick a fork in it. It’s kaput.[i] At least that’s what many of us thought; and, for all intents and purposes, it was. However, like a scene from a bad zombie movie,[ii] the corpse-like Corporate Transparency Act (the “CTA”) may have just been resuscitated, at least temporarily.[iii]…
Read More

When a Buyer’s “Tax Cost” for an Acquisition Exceeds Expectations
January 07, 2026 | Louis Vlahos | Business

Tax Savings and Deal Economics It is a basic tax principle that the more (or the sooner) a seller pays in taxes on the sale of its business, the less will be the economic benefit the seller realizes from the sale. Similarly, the fewer the tax savings that the buyer…
Read More

OBBBA and the Self-Imposed Tax Known as Charitable Giving
December 29, 2025 | Louis Vlahos | Business | Tax Exempt Organizations

The Nonprofit Sector According to a report released earlier this year by the Federal Reserve Bank of Richmond, nonprofit organizations contribute more than 5 percent of the nation’s GDP and account for almost 10 percent of “private sector” employment.[i] Those are impressive statistics and, understandably, may be interpreted as characteristic…
Read More

Taxes, the Surrender of Permanent Life Insurance, and Something to Chew On
December 02, 2025 | Louis Vlahos | Estate

Life Insurance – It’s for the Living If you’re reading this post, you survived the Thanksgiving holiday – hopefully, without much family drama.[i] Then again, there may have been moments, inspired by an overload of obligatory togetherness, that caused you to think about life insurance, either on your own life…
Read More

It’s not at all unusual to encounter the owner of a New York business who dreams about leaving the State. The reasons often given for the desired move include, among others, the cost of doing business in New York, the State’s over-regulation of business and, probably most of all, its…
Read More

Exercised Appraisal Rights? Deferred Payment of Contingent Value? Don’t Forget Imputed Interest
November 17, 2025 | Louis Vlahos | Real Estate

An Extension of Credit When one person lends money to another, the lender expects the borrower to repay the loan by an agreed-upon time. In order to compensate the lender for the borrower’s use of the lender’s money (the loan proceeds), the lender will require the borrower – at least…
Read More

Looking for an older article? Click here