Self-Dealing Is Easier In Some States

Where your corporation is organized can make a big difference in what self-dealing (sometimes litigated as “misappropriation of corporate opportunities”) is allowed. The New York Times pointed out the advantages of Nevada incorporation over Delaware for the major owner of Dish Network’s possible purchase of LightSquared, Inc., a broadband wireless company. See http://nyti.ms/1bfXsQe. The story…

New IRS “Social Benefit” Entity Rules

The Internal Revenue Service has announced that it will publish draft guidance defining “candidate-related political activity” as outside of the “social benefit” activity which can qualify an organization for income tax exemption under Section 501(c)(4) of the Internal Revenue Code. See http://tinyurl.com/q2c88gc. This category of exempt organization has been used in recent election cycles to allow…

M&A Broker Deregulation?

H.R. 2274, which would exempt brokers who help sell companies with up to $25 million in EBITDA (earnings before income taxation, depreciation, and amortization, a common measure of profits) or $250 million in gross sales from full FINRA broker-dealer registration requirements, was voted out of committee in the U.S. House of Representatives this week. (See…

Tea Party Info “Leaked” To FEC

The Washington Examiner featured a story accusing Lois Lerner, the former director of the exempt organizations division of the Internal Revenue Service of the felony of unjustified disclosure of taxpayer information on “tea party” groups to the Federal Elections Commission. Matt Drudge enjoyed this enough to highlight the story in red. See http://washingtonexaminer.com/irs-lois-lerner-gave-confidential-tea-party-tax-info-to-fec-violating-law/article/2538263/comments#disqus_thread The rest…

New SEC Crowdfunding Rules

The US Securities and Exchange Commission has proposed rules for crowdfunding offerings and exchanges (“portals”). US based companies could raise up to $1 million per year with limited disclosures, of types defined by the new rules, and with amounts that could be sold to individual investors limited by the investor’s income. Crowdfunding portals would provide…

Illinois “Click-Through” Sales Tax Preempted

The Illinois Supreme Court ruled 6-1  that the US Constitution, which makes federal laws supreme over state law, and  federal “Internet Tax Freedom Act”, 47 U.S.C. § 15 ff., prohibit new state Retailers Occupation Tax and Service Use tax sections (35 ILCS 105/2(1.1) and 35 ILCS 110/2(1.1). These changed the definition of what it meant to have a taxable physical presence in Illinois to…