Business Organization
The Business Organization section of FindLaw’s Corporate Counsel Center provides information on matters such as Joint Ventures, Liability for Acts of Dissolved Corporations, and more. Click on the articles below to learn about limited liability companies that give you the tax advantages of a partnership with the liability protection of a corporation. Or browse the section on how S corporations can provide significant tax advantages over C corporations in the right circumstances. Find more about these and other subjects under Corporate Governance.
Corporate Governance
Business Organization Articles
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IRS Issues New “Safe Harbor” Pension Distribution Notice
The Internal Revenue Code requires pension plan administrators to inform plan participants of the income tax options available to them in advance of receiving a distribution which might be rolled over to another plan or an IRA. A written notice must ...
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IRS Issues Proposed “Look-Through” and Partnership Interest Holding Period Regulations
Earlier this month the IRS issued, in tandem, two sets of new proposed regulations addressing certain issues involving the sales or exchanges of interests in partnerships, S corporations and trusts. The first set of regulations was issued under Code ...
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IRS Issues Ruling Setting Standards for Hospital Joint Ventures
On March 4, 1998, the Internal Revenue Service issued Revenue Ruling 98-15 outlining the standards it will use in determining if "whole hospital joint ventures" with for-profit organizations will cause charitable hospitals to lose their tax-exempt ...
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IRS Monkey Wrench for Closely Held Corporation Voting Stock Held by Family Limited Partnership
As discussed in prior Partner's Perspectives, the family limited partnership or family limited liability company ("FLP") is an estate planning staple. Using an FLP enables a taxpayer to transfer an ownership interest in an asset at a discount from ...
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IRS Sides With Employer That Excluded Contract Workers From Its Qualified Retirement Plans
The IRS released to the public in late April a Technical Advice Memorandum ("T.A.M.") which will be welcome news for employers who have been concerned about lawsuits by workers who allege that they have been wrongly excluded from coverage under the ...
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Is an S Corporation or Limited Liability Company Right for your Business?
Congress has recently passed a major S Corporation reform affecting the over-2-million S Corporations currently in existence as part of the Small Business Job Protection Act of 1996. This legislation has eliminated or lessened many of the prior ...
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Is It a Material Adverse Effect?
You are general counsel to a large healthcare products company that has agreed to acquire a medical devices company in a public merger for $25 billion in cash and stock. The business rationale for the acquisition is your company’s desire to enter ...
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Is Your Life Sciences Company Ready for Financing?
For venture capitalists, Life Science companies have become all the rage. In 2002, even amidst the continual economic downturn, investments in the Life Science industry grew significantly as a percentage of total venture capital investments. Last ...
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Issues in Directors & Officers Liability Litigation
In a rapidly evolving corporate environment, directors and officers are constantly faced with difficult strategic decisions. While it has always been understood that these decisions would affect the bottom line of their corporations, it has become ...
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Japan’s Bio-Tech Venture: Tsunami or just a bubble?
In the wake of an anemic economy and a short-lived boom in e-commerce before the collapse of the global Internet bubble, Japan's national and local governments struggle to retrofit the economy for the 21st century. While closing companies outpace ...
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