Ancillary agreements play a crucial role in acquisition transactions, complementing and supporting the primary acquisition agreement. Common ancillary agreements include employment agreements, non-competition...
Countering the financing of terrorism remains a top priority of the U.S. government. Financial institutions are obliged to identify terrorists and terrorist organizations included on sanctions lists and...
Power purchase agreements operate as the main source of guaranteed revenue for both traditional and renewable power generation facilities. Because power generation facilities are often financed with non...
Liquidating distributions are the distributions through which a partnership or limited liability company (LLC) terminates a partner's or a member's interest in the entity. Like current distributions...
The U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) recently issued a nationwide reporting rule effective December 1, 2025. This new rule mandates certain reporting requirements...
Sometimes things aren’t what they seem. Take disguised sales in partnerships and other flow-through entities. A disguised sale occurs when a partner supposedly contributes property with a built-in gain to a partnership and then immediately, or a short time thereafter, receives a related distribution. The outright sale of the property would normally result in the taxation of the built-in gain while the alleged contribution and distribution are presumably tax-free. The transaction could be recharacterized as taxable on audit to avoid the apparent abuse.
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