The issues created by the intersection of bankruptcy law and tax law are complex and marked by the tension between the fundamental goal of the federal bankruptcy laws is to give debtors a financial "fresh start" from burdensome debts and the applicable federal income tax laws. As a result, certain tax liabilities are not dischargeable in bankruptcy. Moreover, a debtor generally continues to be subject to applicable federal income tax laws and must timely file federal income tax returns and pay federal income tax.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/intersection-of-bankruptcy-and-tax-law-2020/
Landlords & tenants managing through distressWithum
The COVID-19 pandemic has been, for better or worse, a transformative time for businesses undergoing disruption to everyday operations. As trends in office space and locations shift on a large scale, tenants are seeking ways to circumvent existing leases. The demand for rent concessions grows as tenants consider their options in the face of losses and even bankruptcy.
Tenant distress puts a strain on landlords. Whether strict in their terms or accommodating of tenants’ needs, landlords should be well-versed in their protections under the law. Meanwhile, shortfalls in rent payments and obstacles with reopening guidelines pose landlords with struggles of their own.
What can landlords and tenants alike do in the face of these obstacles as the pandemic and economic downturn continue? What trends and innovations can be adopted to help businesses succeed in the face of distress? What is predicted to come next?
Join William Kinney, member of Withum’s Real Estate Services Team; Donald Clarke, Bankruptcy and Restructuring Attorney at Wasserman, Jurista & Stolz; and Ken DeGraw, leader of Withum’s Financial Distress and Recovery Services Team, for this multifaceted discussion.
On Friday the 12th February Gordon presented to clients of MRA. The topic under discussion was the possible impact of the Davis Tax Committee on estate planning as we currently know it. The presentation also looked at updates made in a Webinar held between the DTC and the South African Institute of Tax Practioners.
Landlords & tenants managing through distressWithum
The COVID-19 pandemic has been, for better or worse, a transformative time for businesses undergoing disruption to everyday operations. As trends in office space and locations shift on a large scale, tenants are seeking ways to circumvent existing leases. The demand for rent concessions grows as tenants consider their options in the face of losses and even bankruptcy.
Tenant distress puts a strain on landlords. Whether strict in their terms or accommodating of tenants’ needs, landlords should be well-versed in their protections under the law. Meanwhile, shortfalls in rent payments and obstacles with reopening guidelines pose landlords with struggles of their own.
What can landlords and tenants alike do in the face of these obstacles as the pandemic and economic downturn continue? What trends and innovations can be adopted to help businesses succeed in the face of distress? What is predicted to come next?
Join William Kinney, member of Withum’s Real Estate Services Team; Donald Clarke, Bankruptcy and Restructuring Attorney at Wasserman, Jurista & Stolz; and Ken DeGraw, leader of Withum’s Financial Distress and Recovery Services Team, for this multifaceted discussion.
On Friday the 12th February Gordon presented to clients of MRA. The topic under discussion was the possible impact of the Davis Tax Committee on estate planning as we currently know it. The presentation also looked at updates made in a Webinar held between the DTC and the South African Institute of Tax Practioners.
“‘Broken Window’ Filings: How to Avoid SEC Section 16 Problems for Officers, Directors and Public Companies,” is an installment of The Real Deal.
In a novel mass enforcement action, the SEC recently announced heavy fines against 34 individuals and companies for violating stock transaction and ownership reporting rules. The SEC emphasized that it now is using sophisticated computer algorithms to find and prosecute even inadvertent violations. With this initiative, there is more reason than ever for compliance officers, in-house counsel, directors and officers to ensure they are doing all they can to stay out of the cross-hairs of future enforcement actions.
This presentation was held on October 23, 2014 at 12:00-1:30 p.m. (Central). This webinar series addresses current trends, challenges, and legal topics pertinent to M&A and securities professionals.
On 12th November 2014 Gordon Stuart presented at the Kruger Lowveld Chamber of Business and Tourism networking breakfast. The topic under discussion was “Trusts and Wills – ‘A legacy or Liability’ - Pitfalls in Estate planning.
Avoiding #BVI law and #Cayman Islands law pitfalls in banking & finance and corporate transactions
There are certain notorious pitfalls to avoid in the context of British Virgin Islands (“BVI”) and Cayman Islands banking & finance and corporate transactions. In this article, we examine five such pitfalls. While there are no “one size fits all” solutions to these issues, we set out some practical considerations, solutions and risk mitigation tools (as appropriate) with respect to them.
Having examined the backdating of documents and asset disposals by a BVI company in the previous parts of this FAQs series, in this part III we examine the disclosure of conflicts of interest by directors. Find out more about the position set out in the BVI Business Companies Act, 2004 (the “Act”) regarding the disclosure of a director’s interests in a transaction, the consequences of non-disclosure under the Act, whether the common law rules on conflicts of interest are still relevant, what the common law duties are and what risk mitigation strategies should be considered by a third party dealing with a BVI or Cayman Islands counterparty in a transaction.
Be sure to follow #LoebSmithAttorneys for #offshorelaw legal news, information and insights from the #BVI #Cayman and #HongKong
“‘Broken Window’ Filings: How to Avoid SEC Section 16 Problems for Officers, Directors and Public Companies,” is an installment of The Real Deal.
In a novel mass enforcement action, the SEC recently announced heavy fines against 34 individuals and companies for violating stock transaction and ownership reporting rules. The SEC emphasized that it now is using sophisticated computer algorithms to find and prosecute even inadvertent violations. With this initiative, there is more reason than ever for compliance officers, in-house counsel, directors and officers to ensure they are doing all they can to stay out of the cross-hairs of future enforcement actions.
This presentation was held on October 23, 2014 at 12:00-1:30 p.m. (Central). This webinar series addresses current trends, challenges, and legal topics pertinent to M&A and securities professionals.
On 12th November 2014 Gordon Stuart presented at the Kruger Lowveld Chamber of Business and Tourism networking breakfast. The topic under discussion was “Trusts and Wills – ‘A legacy or Liability’ - Pitfalls in Estate planning.
Avoiding #BVI law and #Cayman Islands law pitfalls in banking & finance and corporate transactions
There are certain notorious pitfalls to avoid in the context of British Virgin Islands (“BVI”) and Cayman Islands banking & finance and corporate transactions. In this article, we examine five such pitfalls. While there are no “one size fits all” solutions to these issues, we set out some practical considerations, solutions and risk mitigation tools (as appropriate) with respect to them.
Having examined the backdating of documents and asset disposals by a BVI company in the previous parts of this FAQs series, in this part III we examine the disclosure of conflicts of interest by directors. Find out more about the position set out in the BVI Business Companies Act, 2004 (the “Act”) regarding the disclosure of a director’s interests in a transaction, the consequences of non-disclosure under the Act, whether the common law rules on conflicts of interest are still relevant, what the common law duties are and what risk mitigation strategies should be considered by a third party dealing with a BVI or Cayman Islands counterparty in a transaction.
Be sure to follow #LoebSmithAttorneys for #offshorelaw legal news, information and insights from the #BVI #Cayman and #HongKong
Cleaning Up Your Tax with Voluntary Disclosure AgreementsCBIZ, Inc.
While paying taxes might not be our favorite pastime, the overwhelming majority of taxpayers strive to file and pay all of their tax obligations. However, sometimes taxpayers' best efforts to comply with their tax obligations are not enough, especially in the state and local tax world. Although it may be an innocent mistake, such non-compliance may be very costly if it is first discovered by the state or local taxing jurisdiction, because the taxpayer will not only be subject to tax and interest but also harsh penalties (up to 25 percent or more).
Tax Guide to Overseas Real Estate Investments for U.S. InvestorsDurise
Before you even begin to consider a jump into the foreign real estate investment pool, it’s important to become as knowledgeable about the entire process as possible. One item that is particularly important to research and understand is the tax implications that go along with property investing overseas. To that end, we’ve put together this tax guide to help U.S. real estate investors gather some much needed tax information.
Doing business in an international context can be daunting. WeiserMazars serves as a bridge between the United States and the global markets, making doing business easier and less risky for our clients. We connect overseas clients with American professionals and service the tax, transaction services and financial reporting needs of foreign entities based in the U.S.
The Department of Treasury issued additional guidance on FATCA compliance including final versions of various disclosure forms, statement of specified foreign financial assets, and new regulations for foreign financial institutions - O'Connor Davies - New York CPA Firm, New York City
The Intersection of Bankruptcy and... Labor/Employment Law (Series: Bankruptc...Financial Poise
Even before a company files for bankruptcy protection, multiple employment and labor issues can arise. This webinar addresses the ramifications of the failure of a debtor to comply with the Worker Adjustment and Retraining Notification Act (WARN), which requires employers to provide written notice in advance of covered plant closings and mass layoffs under certain conditions and may subject the debtor to liability. It also examines employee wage and claim issues that are often triggered by the filing for bankruptcy protection, as well as the special treatment provided by the Bankruptcy Code for collective bargaining agreements and retiree health care benefits, which makes modification or rejection of such agreements more difficult during the bankruptcy proceeding.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-and-labor-employment-law-2020/
IRS Payroll Tax Debt can be collected against business entities and individuals who are responsible for the financial obligations of a business. Just because a business is a Corporation, Limited Liability Entity or Non-Profit. This does not mean that the IRS cannot pursue collection against others under the Internal Revenue code 6672.
Many business owners, officers, investors, directors, members are under the belief that if the business Incorporates, is a limited company that they are protected individually for the business and financial obligations of the entity. NOT FOR PAYROLL TAX DEBTS. Payroll debts not dischargeable in a Bankruptcy either. Read the slideshare presentation for more information.
Some lawyers and other professional persons in a bankruptcy case need court approval before they can represent their clients in Chapter 11 proceedings. While retention may not be the most exciting aspect of Chapter 11 practice, professionals will not last long in bankruptcy practice if they do not understand how to get retained and paid. This webinar explains the process for getting retained as a professional in a Chapter 11 case and discusses the requirements for obtaining court approval, the requirements for disclosing connections, and the rules regarding conflicts of interest.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
IRS Enforced Collection Actions and Alternatives to Enforced Collection.Tax Defense Network
The Internal Revenue Service (IRS) is a powerful and historically unrelenting creditor. The Internal Revenue Code grants the IRS extraordinary powers to enforce tax collection. The IRS has greater collection powers than those possessed by private creditors, which are usually required to obtain a judgment in court before forcibly collecting from a debtor.
Americans face many investing challenges while living in the UK. They require help with keeping constant vigilance on rules and regulations. Get in touch with a Maseco financial advisor expert today to see how we can help you get a handle on your domestic and foreign investments.
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingFinancial Poise
Even when a bankruptcy petition is the result of a soft-landing rather than a freefall, filing a chapter 11 petition is a disruptive event. To facilitate the debtor’s entry into chapter 11 with as little disruption as possible, first day motions are filed to ensure that a debtor-in-possession can minimize interruptions and continue operating its business in order to achieve its goals in chapter 11. This webinar provides an overview of the administrative and operational first day motions typically filed by chapter 11 debtors and the process for requesting a first day hearing, providing notice of the hearing, and ensuring that the hearing runs smoothly.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!Financial Poise
Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
We’ve all long heard about writing practices to avoid, including run-on sentences, excessive passive voice, and nominalization. This webinar not only discusses how those habits can damage briefs, but also explores a key habit brief-writers should embrace: using strong, precise verbs, which are the engine of a persuasive sentence. Panelists also exchange views about finding the most persuasive voice and tone, as well as the right temperature for rhetoric.
Part of the webinar series: PERSUASIVE BRIEF WRITING 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...Financial Poise
You’ve received the dreaded call that your company has just suffered a data breach – what do you do next? Who do you call for help? What notification obligations do you have?
With proper preparation, you can mitigate the damage caused by this unfortunate event and put your business in a position to recover. Your company may have already implemented its information security program and identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must call up your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients, customers, or the public of the breach. This webinar will help prepare you to take action when the worst happens.
Part of the webinar series:
CYBER SECURITY and DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...Financial Poise
Data is one of your business’s most valuable assets and requires protection like any other asset. How can you protect your data from unauthorized access or inadvertent disclosure?
An information security program is designed to protect the confidentiality, integrity, and availability of your company’s data and information technology assets. Federal, state, or international law may also require your business to have an information security program in place.
This webinar will provide the basics of how to create and implement an information security program, beginning with identifying your incident response team, putting applicable insurance policies into place, and closing any gaps in the security of your data.
Part of the webinar series:
CYBERSECURITY & DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...Financial Poise
Obtaining a final and enforceable judgment is often just the first phase of the civil litigation process; without effective enforcement and collection, a judgment is merely a piece of paper (or electronic docket entry). This webinar provides an overview of the technical, procedural and strategic considerations necessary to monetize judgments and make litigation worthwhile.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 Financial Poise
When is an appeal permitted and when should you take one? What rules and procedures govern appellate practice and how can you best avoid technical and procedural mistakes. How are appellate briefs different from those filed with the trial court and what are some keys to making them successful? And how can you best prepare for appellate oral argument? This webinar explores these questions and more with a panel of experienced appellate litigators.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...Financial Poise
There's creating content; then there's creating great content; and then there's creating great content that actually gets seen by the ideal audience. Each of those layers has its own unique challenges. In this webinar episode, we share insights from a variety of highly experienced content creators. Each panelist member provides their own unique spin on how to create great content that gets seen by the intended audience. By the completion of this episode, the audience member will have a clear and actionable plan on how to create outstanding content that meets their unique marketing needs.
Part of the webinar series: MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022
See more at https://www.financialpoise.com/webinars/
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas Financial Poise
Although issues in oil and gas chapter 11 cases vary from case to case, there are, nonetheless, certain issues that tend to arise in most oil and gas cases. Among them: treatment of oil and gas leases, the payment of royalties, hedging agreements, and valuation. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11 - INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Selling a Business Financial Poise
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
Part of the webinar series: BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101Financial Poise
A basic understanding of immigration law is critical to a vast array of businesses operating in today’s economy. Foreign employees and their sponsoring companies will navigate a complex maze in the attempt to achieve the desired goals of the employee maximizing their ability to provide services and value to the company. One of various determining factors as to which pathway to attempt is whether the goal is an immigrant visa (also known as a “green card”) which may ultimately allow lawful permanent residence in the United States or a non-immigrant visa. The need for foreign labor affects various industries and applies to large segments of skilled, unskilled and semi-skilled workers in jobs ranging from farm to seasonal to high-tech. This webinar explains what businesses need to know in the current environment as well as how political and globalization issues will affect immigration laws going forward.
Part of the webinar series:
BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts Financial Poise
Expert witnesses are an integral part of modern commercial litigation. They can be used for everything from calculating damages to explaining software workflows to establishing industry standards. This webinar begins with an exploration of the common types of cases that call for use of expert testimony. From there, we discuss the rules governing experts, including expert disclosures, discovery, and expert depositions. We also discuss the Daubert standard for excluding expert testimony, and discuss how a successful Daubert motion may be brought. This hour will help you figure out when and how to hire your own expert, and will give you some ideas on how to challenge your opponent’s expert when the time comes.
Part of the webinar series:
NEWBIE LITIGATOR SCHOOL - Part I 2022
See more at https://www.financialpoise.com/webinars/
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
Part of the webinar series:
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...Financial Poise
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Buying, selling, or merging a company typically follows a similar set of steps from deal to deal. The amount of time each step takes varies but the order of the steps is fairly uniform because the steps follow a certain logic: before the parties share meaningful information, they should sign a confidentiality agreement (a/k/a “non-disclosure agreement,” or “NDA”); once a baseline amount of information is known by the would-be buyer, it commonly presents a letter of intent or term sheet to the target or its owner, which serves as an outline for a deal but does not necessarily bind the parties to consummate the transaction; additional due diligence and the negotiation, drafting and signing of definitive documents comes next. The parties then obtain any needed regulatory and/or contractual third party approvals; followed by closing; and finally by post-closing tasks. This webinar will discuss all these steps from a macro perspective so that you can see the forest for the trees, but does not do a deep dive into any single topic. Think of this webinar as a road map or timeline for a typical deal.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveFinancial Poise
This webinar focuses on the opportunities that crowdfunding makes available to the investor, and how the investor should go about navigating this new world. We begin with a basic overview of the new regulatory regime, the requirements to invest, and the on-boarding process one should expect. We then dive deeper into the market opportunity, including how to access and select investments, and expectations investors should set for themselves and the projects they select. This is not intended to support any specific deal selection, but instead sheds a light upon the basic selection criteria available, the method to go about investing and what to avoid.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
Introduction to AI for Nonprofits with Tapp NetworkTechSoup
Dive into the world of AI! Experts Jon Hill and Tareq Monaur will guide you through AI's role in enhancing nonprofit websites and basic marketing strategies, making it easy to understand and apply.
Embracing GenAI - A Strategic ImperativePeter Windle
Artificial Intelligence (AI) technologies such as Generative AI, Image Generators and Large Language Models have had a dramatic impact on teaching, learning and assessment over the past 18 months. The most immediate threat AI posed was to Academic Integrity with Higher Education Institutes (HEIs) focusing their efforts on combating the use of GenAI in assessment. Guidelines were developed for staff and students, policies put in place too. Innovative educators have forged paths in the use of Generative AI for teaching, learning and assessments leading to pockets of transformation springing up across HEIs, often with little or no top-down guidance, support or direction.
This Gasta posits a strategic approach to integrating AI into HEIs to prepare staff, students and the curriculum for an evolving world and workplace. We will highlight the advantages of working with these technologies beyond the realm of teaching, learning and assessment by considering prompt engineering skills, industry impact, curriculum changes, and the need for staff upskilling. In contrast, not engaging strategically with Generative AI poses risks, including falling behind peers, missed opportunities and failing to ensure our graduates remain employable. The rapid evolution of AI technologies necessitates a proactive and strategic approach if we are to remain relevant.
The Roman Empire A Historical Colossus.pdfkaushalkr1407
The Roman Empire, a vast and enduring power, stands as one of history's most remarkable civilizations, leaving an indelible imprint on the world. It emerged from the Roman Republic, transitioning into an imperial powerhouse under the leadership of Augustus Caesar in 27 BCE. This transformation marked the beginning of an era defined by unprecedented territorial expansion, architectural marvels, and profound cultural influence.
The empire's roots lie in the city of Rome, founded, according to legend, by Romulus in 753 BCE. Over centuries, Rome evolved from a small settlement to a formidable republic, characterized by a complex political system with elected officials and checks on power. However, internal strife, class conflicts, and military ambitions paved the way for the end of the Republic. Julius Caesar’s dictatorship and subsequent assassination in 44 BCE created a power vacuum, leading to a civil war. Octavian, later Augustus, emerged victorious, heralding the Roman Empire’s birth.
Under Augustus, the empire experienced the Pax Romana, a 200-year period of relative peace and stability. Augustus reformed the military, established efficient administrative systems, and initiated grand construction projects. The empire's borders expanded, encompassing territories from Britain to Egypt and from Spain to the Euphrates. Roman legions, renowned for their discipline and engineering prowess, secured and maintained these vast territories, building roads, fortifications, and cities that facilitated control and integration.
The Roman Empire’s society was hierarchical, with a rigid class system. At the top were the patricians, wealthy elites who held significant political power. Below them were the plebeians, free citizens with limited political influence, and the vast numbers of slaves who formed the backbone of the economy. The family unit was central, governed by the paterfamilias, the male head who held absolute authority.
Culturally, the Romans were eclectic, absorbing and adapting elements from the civilizations they encountered, particularly the Greeks. Roman art, literature, and philosophy reflected this synthesis, creating a rich cultural tapestry. Latin, the Roman language, became the lingua franca of the Western world, influencing numerous modern languages.
Roman architecture and engineering achievements were monumental. They perfected the arch, vault, and dome, constructing enduring structures like the Colosseum, Pantheon, and aqueducts. These engineering marvels not only showcased Roman ingenuity but also served practical purposes, from public entertainment to water supply.
The French Revolution, which began in 1789, was a period of radical social and political upheaval in France. It marked the decline of absolute monarchies, the rise of secular and democratic republics, and the eventual rise of Napoleon Bonaparte. This revolutionary period is crucial in understanding the transition from feudalism to modernity in Europe.
For more information, visit-www.vavaclasses.com
Instructions for Submissions thorugh G- Classroom.pptxJheel Barad
This presentation provides a briefing on how to upload submissions and documents in Google Classroom. It was prepared as part of an orientation for new Sainik School in-service teacher trainees. As a training officer, my goal is to ensure that you are comfortable and proficient with this essential tool for managing assignments and fostering student engagement.
Macroeconomics- Movie Location
This will be used as part of your Personal Professional Portfolio once graded.
Objective:
Prepare a presentation or a paper using research, basic comparative analysis, data organization and application of economic information. You will make an informed assessment of an economic climate outside of the United States to accomplish an entertainment industry objective.
2024.06.01 Introducing a competency framework for languag learning materials ...Sandy Millin
http://sandymillin.wordpress.com/iateflwebinar2024
Published classroom materials form the basis of syllabuses, drive teacher professional development, and have a potentially huge influence on learners, teachers and education systems. All teachers also create their own materials, whether a few sentences on a blackboard, a highly-structured fully-realised online course, or anything in between. Despite this, the knowledge and skills needed to create effective language learning materials are rarely part of teacher training, and are mostly learnt by trial and error.
Knowledge and skills frameworks, generally called competency frameworks, for ELT teachers, trainers and managers have existed for a few years now. However, until I created one for my MA dissertation, there wasn’t one drawing together what we need to know and do to be able to effectively produce language learning materials.
This webinar will introduce you to my framework, highlighting the key competencies I identified from my research. It will also show how anybody involved in language teaching (any language, not just English!), teacher training, managing schools or developing language learning materials can benefit from using the framework.
Operation “Blue Star” is the only event in the history of Independent India where the state went into war with its own people. Even after about 40 years it is not clear if it was culmination of states anger over people of the region, a political game of power or start of dictatorial chapter in the democratic setup.
The people of Punjab felt alienated from main stream due to denial of their just demands during a long democratic struggle since independence. As it happen all over the word, it led to militant struggle with great loss of lives of military, police and civilian personnel. Killing of Indira Gandhi and massacre of innocent Sikhs in Delhi and other India cities was also associated with this movement.
A Strategic Approach: GenAI in EducationPeter Windle
Artificial Intelligence (AI) technologies such as Generative AI, Image Generators and Large Language Models have had a dramatic impact on teaching, learning and assessment over the past 18 months. The most immediate threat AI posed was to Academic Integrity with Higher Education Institutes (HEIs) focusing their efforts on combating the use of GenAI in assessment. Guidelines were developed for staff and students, policies put in place too. Innovative educators have forged paths in the use of Generative AI for teaching, learning and assessments leading to pockets of transformation springing up across HEIs, often with little or no top-down guidance, support or direction.
This Gasta posits a strategic approach to integrating AI into HEIs to prepare staff, students and the curriculum for an evolving world and workplace. We will highlight the advantages of working with these technologies beyond the realm of teaching, learning and assessment by considering prompt engineering skills, industry impact, curriculum changes, and the need for staff upskilling. In contrast, not engaging strategically with Generative AI poses risks, including falling behind peers, missed opportunities and failing to ensure our graduates remain employable. The rapid evolution of AI technologies necessitates a proactive and strategic approach if we are to remain relevant.
5. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
5
6. Meet the Faculty
MODERATOR:
Daniel C. Cohn - Murtha Cullina LLP
PANELISTS:
Gary W. Marsh - Dentons
Keith D. Lowey - Verdolino & Lowey P.C.
David Agler - Crowe LLP
6
7. About This Webinar
The Intersection of Bankruptcy and… Tax Law
The issues created by the intersection of bankruptcy law and tax law are complex and marked
by the tension between federal and state laws designed to assure collection of taxes and the
fundamental goal of the federal bankruptcy laws, which is to give debtors a financial "fresh
start" from burdensome debts. While some tax relief is available to debtors under the
Bankruptcy Code, in general tax liabilities are not dischargeable in bankruptcy and must be
paid on a priority basis. Moreover, debtors continue to be subject to applicable federal
income tax laws and must timely file federal income tax returns and pay federal income tax.
This webinar examines tax claims, responsibilities of debtors to taxing authorities, and the all-
important issue of personal liability for the taxes of a corporate debtor.
7
8. About This Series
Bankruptcy Intersections
Bankruptcy law is generally a federal-based practice, and governed by title 11 of the United
States Code (the Bankruptcy Code). Bankruptcy law, however, is far from an insular practice;
there is substantial interplay between bankruptcy law and almost every other area of law due
to the myriad legal issues that arise during the course of a bankruptcy case. This webinar
series focuses on how issues involving intellectual property, employment and labor, tax law,
and environmental law are treated through the prism of bankruptcy.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
8
9. Episodes in this Series
#1: The Intersection of Bankruptcy and… Tax
Premiere date: 2/12/20
#2: The Intersection of Bankruptcy and… Labor/Employment
Premiere date: 3/11/20
#3: The Intersection of Bankruptcy and… IP
Premiere date: 4/8/20
#4: The Intersection of Bankruptcy and… Environmental
Premiere date: 5/13/20
9
12. What Type of Insolvency?
• Insolvency outside a formal process
• Bankruptcy
• Receivership
• Assignment for the Benefit of Creditors
• Debt workouts
12
13. What Type of Taxes?
• Must consider all federal, state, local and foreign:
Income taxes
Franchise taxes
Gross receipts taxes
Payroll, employment and disability taxes
Sales taxes
Use & excise taxes
Withholding taxes
Other taxes
13
14. What Type of Taxpayers?
• Federal income tax classification and taxation of legal entity or legal arrangement is
governed by federal income tax laws and not non-tax federal, state or local laws
• Taxpayers can include:
Debtor
Debtor’s subsidiary and affiliates
Debtor’s officers, directors and shareholders
Creditors
Guarantors
Fiduciaries, trustees, receivers, assignees
Certain asset purchasers
14
15. What Are the Issues?
• Tax entity tax liability and/or third party tax liability issues
• Taxable vs. pass-through tax entity classification issues (see discussion below)
• Personal liability for D&Os and employers
• Personal liability for owners
• Personal liability for fiduciaries
• Liens & Priorities
• Entity tax classification, minimization of tax liability, and tax attribute utilization
• Cancellation of debt income (“CODI”) and other income items;
• Current and net operating loss carryovers and carrybacks (“NOLs”);
• 2017 Tax Act (Public Law 115-97) changes.
15
16. Federal Income Tax Considerations for the Debtor in
Insolvency Cases
• Debtor's federal income tax entity status (taxable entity or pass through tax entity)
• Debtor's legal and tax organization structure
• Debtor's tax history and tax attributes
• Debtor's insolvency and whether the Debtor files for bankruptcy
• Debtor's tax year
• Debtor's accounting method
• Debtor's current year tax Items (income, gain, deductions, losses or credits) including tax
items resulting from the debtor's debt restructure or liquidation
• Type of creditor claim that is paid in the case and tax residency of the creditor (U.S. or
foreign)
• Debtor’s management of tax income, gains, expenses and losses.
16
17. Personal Liability for Unpaid Taxes in Insolvency Cases
• Personal liability can arise from the application of:
Federal or state corporate, LLC, or partnership laws including provisions for
recovery of distributions made while insolvent, laws for avoidance of
preferential and fraudulent transfers, and laws imposing successor liability;
Federal, state or local tax laws imposing responsible person, assignee, or
successor liability specifically in the tax context;
Federal, state or local debt priority laws, such as the federal priority statute (31
U.S.C. Section 3713).
17
18. Federal Priority Statute (31 U.S.C. Section 3713)
• Under the Federal Priority Statute, debts (including tax debts) to the U.S. government
have priority over other unsecured debts of an insolvent debtor, if:
debtor assigns property;
debtor’s assets are attached; or
“act of bankruptcy is committed.”
• Statute imposes personal liability on any “representative” that pays a creditor other than
the U.S., to the extent of the payment
• Statute expressly does not apply in bankruptcy cases, but does apply to receivers,
assignees for the benefit of creditors, and other fiduciaries
18
19. Application of Federal Income Tax Laws in
Bankruptcy Cases
• Internal Revenue Code (“IRC”) and the Bankruptcy Code (“BC”) do not exempt debtor
or other taxpayers from federal income tax laws.
• Debtor is required to timely file federal income tax returns and pay taxes during the
bankruptcy case. See IRC § 6012; BC § 346; 28 U.S.C. §§ 959 and 960.
• For tax claims arising before the bankruptcy filing:
Tax liens are generally subject to same rules regarding secured status (see BC
§ 506) and potential avoidance of liens (see, e.g., BC §§ 544, 547, 548) as
non-tax secured claims
Most unsecured tax claims are entitled to priority over general unsecured
claims (see BC § 507(a)(8))
19
20. Application of Federal Income Tax Laws in
Bankruptcy Cases
• For federal income tax purposes, an entity’s insolvency or bankruptcy does not
automatically result in:
Tax termination of debtor or tax year change
Creation of separate taxable estate (exception for an individual debtor who files
Chapter 7 or Chapter 11 bankruptcy)
Change in debtor’s pass-through tax entity classification
Change in debtor’s tax status as a member of an affiliated group that files a
consolidated income tax return
Change in debtor’s tax accounting method
Change in debtor’s tax accounting period
20
21. Personal Liability for Taxes in Bankruptcy Cases
• Bankruptcy trustees and debtors in possession do not generally have personal liability
for unpaid income taxes solely because bankruptcy estate has insufficient funds to pay
the taxes
• Courts have found bankruptcy trustees personally liable for willful and deliberate breach
of fiduciary duties and for negligent acts, including failure to pay certain tax liability of the
debtor
21
22. Receivership Tax Issues
• When a receiver owes a fiduciary duty to all parties in interest, those will include federal,
state, and local taxing authorities
• A receiver in possession of all or substantially all of the assets of a party must provide
notice to the IRS
• For federal tax purposes, a receiver is generally treated as stepping into the shoes of the
entity or owner and may be required to file federal income tax returns and pay applicable
federal income tax on behalf of the entity or owner.
22
23. Receivership Tax Issues
For federal income tax purposes, the appointment of a receiver generally does not
create a separate taxable entity consisting of the receivership estate;
However, the appointment of a receiver may cause the receivership to be taxed as
a qualified settlement fund (“QSF”) for federal income tax purposes (IRC Section
468B and the Treasury Regulations thereunder). A QSF is a taxable entity that is
taxed separately for federal income tax purposes from the debtor entities or from
creditors. Under these circumstances, the receiver should be concerned with the
filing of federal income tax returns and with the payment of both the QSF’s tax
liabilities and of debtor’s.
23
24. Receivership Tax Issues
• Best practice in drafting the receivership order: Authorize receiver to take all steps
necessary to comply with the tax laws without further order of the court
At a minimum, the receivership order should authorize the receiver complete
discretion and power to:
o File tax returns and satisfy all tax reporting and filing requirements;
o Pay all required taxes and federal claims;
o Obtain and review all information necessary to satisfy tax filings;
o Delay distributions until all of the receiver’s tax and debt obligations are
satisfied;
o Enter into a closing agreement with the IRS and other tax authorities.
24
25. Assignment for the Benefit of Creditors
• Priority of payment in an assignment for the benefit of creditors (“ABC”) is subject to
state statutes, where applicable
• But, the state statutes and common law are trumped by the federal priority statute (31
U.S.C. § 3713) discussed above
• Assignee must also be aware of any similar state and local tax statutes
25
26. Personal Liability for Entity Taxes
• Generally, responsible officials of a business entity do not have personal liability for the
entity’s income taxes, the employer’s portion of social security taxes, and other taxes
assessed directly on the entity rather than collected or withheld by the entity
• Responsible officials of a business entity generally will have personal liability for taxes
that the entity collects or withholds from others (trust fund taxes), including
Individual income, social security and Medicare taxes withheld from employees
Sales taxes collected from customers (depending on state law)
26
28. Preserving Pass-Through Entity Tax Status
• Pass-through tax entity (“PTE”) debtors are generally not subject to federal income tax
PTEs include but are not limited to:
o S corporations;
o Tax partnerships, including limited liability companies and joint ventures
that are taxed as partnerships;
o Disregarded tax entities such as a single member limited liability company,
a qualified subchapter S subsidiary of S corporations (“Q-Sub”), and
grantor trusts (including bankruptcy liquidating trusts).
Notwithstanding that PTEs are not generally subject to federal income tax,
PTE’s may be subject to other taxes such as payroll and employment taxes,
sales and use taxes, excise taxes, gross receipts taxes, and state taxes.
28
29. Preserving Pass-Through Entity Tax Status
• PTE files federal income tax return that reports tax items and allocation of the tax items
to equity holders who pay applicable tax on such tax items
• Conversion of federal income tax PTE to taxable entity (termination of PTE tax status)
can shift tax liability attributable to debtor's taxable income and gain tax items from
debtor's equity holders to debtor, decreasing debtor's assets available for creditors
29
30. Preserving Pass-Through Entity Tax Status
• Some courts have recognized that tax attributes, and debtor's PTE classification are
valuable assets of debtor that may constitute property or a property interest
Bankruptcy trustees may be allowed to avoid elections and actions
retroactively that adversely affected debtor's tax attributes or PTE
classification.
See In re Prudential Lines, Inc., 928 F.2d 565 (2nd Cir. 1991); In re Bakersfield
Westar, Inc., 226 B.R. 227 (B.A.P. 9th Cir 1998); In re Majestic Star Casino,
LLC, 716 F.3d 736 (3rd Cir. 2013).
30
31. Tax Gain and Loss Recognition Rules
• Taxable gains and losses are realized for tax purposes by debtor or an actual or deemed
sale, exchange or other disposition of assets (including certain debt modifications
discussed below) in an amount equal to the difference between:
The “amount realized” by debtor; and
Debtor's adjusted tax basis in the assets which are disposed of, or deemed
disposed of, by debtor for federal income tax purposes.
31
32. Tax Gain and Loss Recognition Rules
• Sale includes a voluntary and involuntary sale or disposition, including but not limited to
a foreclosure sale, deed in lieu of foreclosure, abandonment and a short sale.
• Tax consequences to debtor with respect to a sale, or other disposition of assets
encumbered by debt to third party, or back to a creditor, depend on whether debt is (1)
satisfied, relieved, discharged for federal income tax purposes, and (2) nonrecourse or
recourse as determined by applying federal and state tax and nontax laws.
32
33. Tax Gain and Loss Recognition Rules
Recourse debt satisfied -- treated as consideration received by debtor from sale of
the property, but only to the extent recourse debt does not exceed fair market value
of property transferred by debtor. For federal income tax purposes, the remainder
of the recourse debt satisfied, or relieved pursuant to the disposition of the
encumbered asset (debt in excess of fair market value of encumbered asset) is
cancellation of debt income (CODI) that is subject to the tax exclusions discussed
below.
33
34. Tax Gain and Loss Recognition Rules
Nonrecourse debt satisfied – entire amount of nonrecourse debt encumbering
property disposed of by the debtor is included as amount realized for purpose of
determining the debtor’s gain or loss tax calculation. Unlike recourse debt, none of
the nonrecourse debt relieved or satisfied for federal income tax purposes is
cancellation of debt income that may qualify for an income exclusion.
34
35. Rules for Debt Cancellation
• Debtor’s income includes “canceled or discharged indebtedness” (CODI) for which
debtor is liable
• CODI may arise from the following voluntary or involuntary transactions in and outside of
bankruptcy:
Debt reduction, forgiveness, or relief;
Debt repurchases or reacquisitions by the debtor or a person related to the
debtor (IRC Section 108(e)(4));
Debt-for-debt exchanges (IRC Section 108(e)(10));
Debt modifications (Treas.Reg. Section 1.1001-3);
35
36. Rules for Debt Cancellation
Sale, exchange or other disposition of debt encumbered assets including
foreclosures, deeds in lieu of foreclosures, abandonments, and short sales (IRC
Section 1001 and Treas.Reg. Section 1.1001-2);
Capital contributions of debt (IRC Section 108(e)(6));
Debt for equity exchanges and capitalization/recapitalization of debt to equity (IRC
Section 108(e)(8));
Non-liquidating and liquidating distributions of debt.
36
37. Rules for Debt Cancellation
• Generally, CODI must be taken into income upon occurrence of an event indicating that
debt will never be paid, or have to be paid by debtor
Timing of cancellation or discharge depends on substance, rather than form of
transaction, and is determined on case-by-case basis.
37
38. Rules for Debt Cancellation
• CODI events include:
Discharge of debt under Bankruptcy Code or other law;
Unilateral discharge by creditor, or agreement between creditor and debtor to
discharge all or a part of a debt;
o includes agreements that result in taxable exchange of assets by debtor
under gain and loss rules;
Cancellation or extinguishment by operation of law that renders debt
unenforceable;
o e.g., expiration of statute of limitations for collection of debt; and
Abandonment of security by creditor.
38
39. Rules for Debt Cancellation
• The CODI inclusion rule (IRC Section 61(a)(12)) is subject to the CODI exclusion and
deferral rules under IRC Sections 108 and 1017, and certain non-statutory CODI
exceptions (exclusions);
Bankruptcy exception (IRC Section 108(a)(1)(A));
Insolvency exception (IRC Section 108(a)(1)(B));
Qualified Farm Indebtedness exception (IRC Section 108(a)(1)(C);
Qualified Real Property Business Indebtedness exception (IRC Section
108(a)(1)(D);
39
41. Rules for Debt Cancellation
• IRC Sections 108 and 1017 allow a Debtor to reduce tax attributes in lieu of realizing
CODI if the debt cancellation occurred in a bankruptcy or when the Debtor was
insolvent. IRC Section 108(b)(1) provides that subject to an election under IRC Section
1017, an insolvent or bankruptcy taxpayer is required to reduce tax attributes by the
amount of CODI excluded as a result of the Debtor’s insolvency or bankruptcy. The tax
attributes are reduced in the following order and priority, such reductions to be made
after tax liability is determined for the taxable year:
41
42. Rules for Debt Cancellation
NOLs – Dollar for dollar reduction in NOLs (a) for year of discharge, and (b) from
carryover years;
General Business Credit – 33 1/3 cents for CODI dollar reduction in IRC Section 38
credit;
Minimum Tax Credit available under IRC Section 53(b) – 33 1/3 cents for each
dollar of CODI excluded from GI;
Capital Loss Carryovers (“CLC”) – dollar for dollar reduction in CLC under IRC
Section 1212(a) for (a) CLC incurred in year of discharge and (b) CLC carried
forward to year of discharge;
42
43. Rules for Debt Cancellation
Basis of Assets of Taxpayer – dollar for dollar reduction in basis of assets of
taxpayer as set forth in IRC Section 1017;
Passive Activity Loss and Credit Carryovers under IRC Section 469(b) – 33 1/3
cents for each dollar of CODI excluded from GI;
Foreign Tax Credit Carryovers – 33 1/3 cents for CODI dollar reduction for IRC
Section 27 Foreign Tax Credit.
43
44. Rules for Debt Cancellation
• Tax basis reduction limitation IRC Section 1017(b)(2)
Absent a tax basis reduction election under IRC Section 108(b)(5), in the case
of CODI excluded in bankruptcy or when the taxpayer is insolvent, the
reduction in tax basis of assets under IRC Section 108(b)(2)(E) cannot exceed
the excess of the aggregate tax basis of the taxpayer’s properties immediately
after the discharge over the aggregate liabilities of the taxpayer immediately
after the discharge;
Tax basis reduction election IRC Section 1017(b)(5).
44
45. Rules for Debt Cancellation
• The rules for excluding CODI under the bankruptcy and insolvency exclusion rules (IRC
Sections 108(a)(1)(A) and (B)) are determined and applied:
For C corporations and S corporations at the corporation level, rather than the
shareholder level;
For Q-Subs, at the Q-Sub shareholder (S corporation) level;
For tax partnerships and single member LLC that are taxed as a disregarded
entity, at the partner or member level.
45
46. Debt Modification Rules
• Material or significant modification of terms of existing debt instrument will be treated for
federal income tax purposes as a taxable exchange of existing debt for new debt with
modified terms
Tax consequences may differ substantially depending on:
o Form of modification;
o Facts surrounding issuance of debt; and
o Facts surrounding acquisition of debt by creditor.
Debt-for-debt exchanges may result in CODI to debtor unless an exception to
CODI applies.
46
47. Debt Modification Rules
• Debt-for-debt exchange may constitute a taxable exchange by creditor under I.R.C.
Section 1001 unless tax-free recapitalization provisions of IRC apply (discussed below)
• “Modification” broadly defined as any alteration (including an addition or deletion) in any
legal right or obligation of issuer of debt or holder of debt
Where change in a term of a debt instrument occurs under plan of
reorganization (within meaning of I.R.C. § 368(a)(3)(A)), modification occurs on
effective date of plan.
47
48. Net Operating Losses
• I.R.C. Section 172 allows debtor to carryforward and utilize NOLs to offset taxable
income and federal income tax liability in subsequent tax years.
Under the 2017 Tax Act, for tax years beginning on or after January 1, 2018,
the debtor is generally allowed to utilize only 80% of its NOLs to offset taxable
income in future tax years. Exceptions apply for certain farming losses and
certain insurance company losses.
48
49. Net Operating Losses
For tax years beginning before January 1, 2018, the debtor is allowed to
carryback 100% NOLs to the debtor’s two preceding tax years and carryover
100% of its NOLs to future tax years (subject to the application of the alternative
minimum tax rules).
In a tax free asset transfer reorganization transaction, the debtor’s NOLS and
other tax attributes carryover to the corporation acquiring the debtor’s assets,
subject to the IRC Section 382 limitation rules.
49
50. Net Operating Losses
• As discussed below, under certain circumstances and transactions, I.R.C. Sections 269
and 382 provide specific limitations on the use of NOLs
• Section 382 applies after a corporation with net operating losses or built-in losses
undergoes a qualifying ownership change or an equity structure shift that limits the
amount of the new corporation’s taxable income that may be offset by pre-change NOLs
• Sections 382(l)(5) and 382(l)(6) provide relief for loss corporations and built-in losses in
bankruptcy or similar proceeding
50
51. Avoiding Mismatching of Income, Deductions, Gains
& Losses
• Mismatching can occur where debtor cannot offset tax income and gains, with tax
deductions and losses, because of difference between tax character and timing of
income, gains, deductions, and losses
• Different tax regime for ordinary and capital gains and losses could result in debtor
incurring non-deductible capital losses and taxable ordinary income during same tax
year.
51
52. Avoiding Mismatching of Income, Deductions, Gains
& Losses
• Mismatching can also occur where debtor realized income, deductions, gains, and
losses in different tax years due to its own accounting method
• The 2017 Tax Act includes tax provisions that may adversely affect financially troubled
taxpayers. These provisions limit NOL carryovers incurred in tax years beginning on or
after January 1, 2018 to future tax years (80% limitation), prevent certain NOL
carrybacks to previous tax years, and limit interest deductions by the debtor
52
53. Preserving Federal Income Tax Losses and Other
Tax Attributes
• A debtor can also lose current or future tax benefits of some or all of its current or future
tax losses, NOLs, capital losses or built-in losses in its assets if:
Debtor engages in related party asset sale, certain distributions of assets, or
other disposition transaction that results in a loss disallowance for federal
income tax purposes;
Debtor engages in non-taxable transfer of assets to a non-consolidated group
corporation that causes the transferred assets and debtor's tax losses to be
separately taxed (i.e., the transferor of debtor's assets cannot use debtor's
losses).
53
54. Preserving Federal Income Tax Losses and Other
Tax Attributes
• A debtor can also lose current or future tax benefits of some or all of its current or future
tax losses, NOLs, capital losses or built-in losses in its assets if:
Debtor engages in one or more debt restructuring transactions causing a loss
limiting “change of ownership” of debtor's stock within the meaning of I.R.C.
Section 382;
Shareholder of debtor that owns more than 50% of debtor's stock claims a
worthless stock deduction for income tax purposes with respect to debtor's
stock that results in a change of ownership of debtor; or
Stockholder of debtor takes certain other actions that result in a change of
ownership. See IRC Section 382.
54
55. Preserving Federal Income Tax Losses and Other
Tax Attributes
• A debt restructuring transaction that results in the application of the loss/tax attribute
limitation rules to debtor corporation will cause debtor's pre-ownership tax attributes
(including losses), to be limited or lost
• In general, ownership change of debtor occurs if immediately after any owner shift
involving a 5% shareholder, or any equity structure shift, the percentage of the stock of
debtor loss corporation owned by one or more 5% shareholders has increased by more
than 50 percentage points over lowest percentage of stock of debtor loss corporation
owned by such shareholders at any time during the testing period (generally three years)
55
56. Qualifying for the Bankruptcy Case Exceptions to the
Change of Ownership Rules
• IRC provides for 2 bankruptcy exceptions to change of ownership loss limitation rules
Under I.R.C. Section 382(1)(5) the Section 382 limitation does not apply to any
ownership change if:
o The debtor corporation is under the jurisdiction of the bankruptcy court,
and;
o The pre-change shareholders and qualified creditors of debtor-corporation
own after the ownership change, and as a result of being pre-change
shareholders and qualified creditors, stock equal to at least 50% of voting
power and 50% of value of debtor’s stock.
56
57. Qualifying for the Bankruptcy Case Exceptions to the
Change of Ownership Rules
Under I.R.C. Section 382(l)(5), the debtor's NOL deduction for any post- change
year is reduced by the amount of the debtor's interest deduction attributable to debt
converted into stock pursuant to the court proceeding during any taxable year
ending within three years preceding the taxable year in which the ownership change
occurs, and that part of the year of the change on or before the change date.
Under the I.R.C. Section 382(l)(5) exception, if a second ownership change occurs
within two years after the first ownership change, the debtor's pre-change losses
will no longer be available.
57
58. Qualifying for the Bankruptcy Case Exceptions to the
Change of Ownership Rules
A qualified creditor is defined as the beneficial owner, immediately before the
ownership change, of qualified indebtedness of the loss corporation. A qualified
creditor owns stock of the new loss corporation (or a controlling corporation) as a
result of being a qualified creditor only to the extent that the qualified creditor
receives stock in full or partial satisfaction of qualified indebtedness in a transaction
that is ordered by the court or is pursuant to a plan approved by the bankruptcy
court.
58
59. Qualifying for the Bankruptcy Case Exceptions to the
Change of Ownership Rules
Indebtedness of the debtor loss corporation is qualified indebtedness if it has been
owned by the same beneficial owner since the date that is 18 months before the date of
the filing of the bankruptcy case, or arose in the ordinary course of the trade or business
of the debtor loss corporation and has been owned at all times by the same beneficial
owner. For this purpose, indebtedness arises in the ordinary course of the Debtor loss
corporation's trade or business only if the indebtedness is incurred by the debtor in
connection with the normal, usual, or customary conduct of business, determined
without regard to whether the indebtedness funds ordinary or capital expenditures of the
loss corporation.
A debtor loss corporation may elect not to have the provisions of I.R.C. Section 382(l)(5)
apply to an ownership change in a bankruptcy case.
59
60. Qualifying for the Bankruptcy Case Exceptions to the
Change of Ownership Rules
• I.R.C. Section 382(l)(6) applies to any ownership change occurring pursuant to a plan of
reorganization in a bankruptcy case to which I.R.C. Section 382(l)(5) does not apply. In
such case, the value of the loss corporation for purposes of applying the annual loss
limitation amount is equal to the lesser of the value of the stock of the debtor loss
corporation immediately after the ownership change, or the value of the loss
corporation's pre-change assets
60
61. Qualifying for the Bankruptcy Case Exceptions to the
Change of Ownership Rules
• Under Section 382(l)(6), when calculating the value of the old loss corporation, the new
loss corporation may include the increase in the value of the old loss corporation
resulting from any surrender or cancellation of creditors’ claims in the ownership change
transaction;
• Canceling debt increases the total equity value of a company, and so increases the
annual NOL limitation under IRC Section 382 and Section 382(l)(6).
61
62. Loss Limitation Rules Under I.R.C. Section 269
• I.R.C. Section 269 operates in conjunction with Section 382 loss limitation to limit the
use of debtor's tax attributes when a change of ownership occurs.
Under I.R.C. Section 269, if any person acquires control of a corporation for the
principal purpose of evading or avoiding federal income tax by securing the tax
benefit of a deduction, credit, or other allowance person or corporation would
not otherwise enjoy, IRS may disallow such deduction, credit, or other
allowance.
62
63. Tax Free Reorganizations and Other Tax Free
Transfers in Insolvency Cases
• The federal income tax reorganization provisions generally allow the debtor in an
insolvency case to exchange its assets tax free (or partially tax free to debtor) for stock of
an acquiring transferee corporation or of another qualifying corporation that is a party to
the reorganization
Qualifying corporation is a corporation that controls the acquiring corporation.
63
64. Tax Free Reorganizations and Other Tax Free
Transfers in Insolvency Cases
• The tax reorganization provisions also generally allow creditors holding a “security” of
debtor in an insolvency case to exchange tax free (or partially tax free to creditor):
Debt “security” for a new qualifying debt “security”; or
For stock of debtor; or
For a debt “security” or stock of another qualifying corporation that is a party to
reorganization.
64
65. Tax Free Reorganizations and Other Tax Free
Transfers in Insolvency Cases
• Under tax-free reorganization provisions, no gain or loss is recognized by debtor
transferor corporation that is party to a reorganization, if under the reorganization:
Debtor exchanges assets solely for stock or securities of acquiring corporation,
or to;
Another qualifying corporation that is a party to reorganization.
65
66. Tax Free Reorganizations and Other Tax Free
Transfers in Insolvency Cases
• In general, no gain or loss is recognized by shareholder or security holder of debtor-
transferor in tax-free asset transfer reorganization transaction if exchange is for stock or
securities of debtor for stock or “securities” of acquiring company
• Non-recognition rules do not apply to extent shareholder or security holder:
Receives securities back but does not relinquish securities in exchange;
principal amount of securities received exceeds principal amount of securities
exchanged; or
principal amount of securities received is attributable to accrued interest on
securities surrendered.
66
67. Tax Free Reorganizations and Other Tax Free
Transfers in Insolvency Cases
• Tax reorganization provisions allow tax-free or partially tax free treatment to bankrupt debtor
and security holders of debtor, if
Under bankruptcy plan, debtor corporation transfers all or part of its assets to
another acquiring corporation in exchange for acquiring corporation's stock or
securities; and
Debtor distributes acquiring corporation's stock and securities to its shareholders or
security holders, in transaction that qualifies under I.R.C. Sections 354, 355 or 356.
• In a tax free asset transfer reorganization transaction, the debtor’s NOLS and other tax
attributes carryover to the corporation acquiring the debtor’s assets, subject to the IRC
Section 382 limitation rules.
67
68. Tax Free Reorganizations and Other Tax Free
Transfers in Insolvency Cases
• “Recapitalization” qualifies as an “E Reorganization”
Neither IRC nor Treasury Income Tax Regulations defines term
“recapitalization”;
Courts define as “reshuffling of a capital structure within framework of an
existing corporation”;
68
69. Tax Free Reorganizations and Other Tax Free
Transfers in Insolvency Cases
• Under Treasury Income Tax Regulations, court cases and IRS rulings, a
recapitalization reorganization (“E Reorganization”) generally includes an exchange by
security holder of:
Outstanding bonds for other qualifying bonds of debtor;
Common stock for new common stock of debtor;
Common stock for preferred stock of debtor; and
Preferred stock for new common stock of debtor.
69
70. Tax Free Reorganizations and Other Tax Free
Transfers in Insolvency Cases
• Neither continuity of interest nor continuity of business enterprise is required in
recapitalization;
• In a recapitalization (E Reorganization), if a security holder exchanges securities for
stock or other securities and also receives money or “other property” not allowed under
I.R.C. Section 354, then security holder recognizes income and/or gain.
70
72. About the Faculty
Daniel Cohn - dcohn@murthalaw.com
Dan Cohn devotes his practice at Murtha Cullina LLP to financially distressed businesses and
is one of New England’s best-known counsel to troubled companies. His experience includes
Chapter 11 reorganizations and sales, out of court debt restructurings, troubled company
acquisitions, trust mortgages and assignments for benefit of creditors. He has represented
directors and officers, equity sponsors, litigation defendants, trustees, landlords, suppliers,
tort claimants and creditors’ committees. Dan is a trained mediator and frequent lecturer on
bankruptcy law. A fellow of the American College of Bankruptcy, he currently serves on the
College’s board of directors. Mr. Cohn is listed in America’s Leading Business Lawyers
(Chambers & Partners USA), Best Lawyers in America, and other directories.
For more, go to http://www.murthalaw.com/our_people/daniel-cohn
72
73. About the Faculty
David Agler - david.agler@crowe.com
David Agler is a Principal in Crowe Horwath LLP’s Tax Services Group. Mr. Agler practices in
the area of tax planning for United States and international business transactions. He has
extensive experience in planning and structuring acquisitions, reorganizations and
dispositions of solvent and insolvent businesses, including bankruptcy and receivership
reorganizations and liquidations. He has extensive experience in tax planning for debt
restructurings and workouts, equity recapitalizations and reorganizations, sales of assets and
liquidations of businesses involving individual, corporate and partnership bankruptcy estates.
Prior to joining Crowe, he was a Partner and Senior Director of Taxation Services at
Grobstein, Horwath & Company LLP from 1996 to 2008. Prior to that, he was a Tax Partner at
Baker & Hostetler from 1987-1996.
73
74. About the Faculty
Keith Lowey - klowey@vlpc.com
Keith Lowey is the President of Verdolino& Lowey, P.C., joining the firm as a principal in 1990. Keith has
been engaged regularly as an interim CEO/CFO, fiduciary, financial advisor, estate representative, and
liquidating trustee, as well as the accountant for other parties serving in these same capacities across the
Northeast. He has extensive experience in dealing with complex tax and accounting issues, wind-downs;
liquidations in accordance with state laws; bankruptcy matters; receiverships; forensic and fraud
investigation; cash flow and business analyses; creditor claims reconciliation; and shareholder
distributions. He is also frequently engaged to provide guidance and advice to individuals and
businesses, both inside and outside of bankruptcy, for records reconstruction and litigation support. Keith
has testified as an expert witness in numerous matters including, but not limited to: D&O litigation
matters; insolvency; various forensic accounting investigations, etc. Keith is a licensed CPA, Certified in
Financial Forensics, and a Certified Insolvency & Restructuring Advisor. Keith was also inducted as a
Fellow in the American College of Bankruptcy.
74
75. About the Faculty
Gary Marsh - gary.marsh@dentons.com
Gary Marsh is co-chair of Dentons’ US Restructuring, Insolvency and Bankruptcy practice, and focuses
on general commercial litigation and bankruptcy, workouts and debtor/creditor law. He represents
creditors and debtors in Chapter 11 reorganization proceedings, out of court restructurings and
debtor/creditor litigation. He also represents court appointed receivers, examiners and trustees. Mr.
Marsh has extensive experience in representing creditors in and out of bankruptcy court in enforcing their
rights and remedies. He also analyzes and defends against preference and fraudulent conveyance
actions, represents buyers of assets out of bankruptcy and represents landlords and other parties who
have leases or contracts with debtors. Georgia Trend selected him as one of Georgia’s “Legal Elite”
and Atlanta Magazine named him one of Georgia’s “Super Lawyers,” and a “Top 100 Super Lawyer” in
2007 and 2012. Mr. Marsh is a fellow in the American College of Bankruptcy and has been included
in The Best Lawyers in America and Chambers USA as one of America’s Leading Business Lawyers in
Bankruptcy law. And he was recognized in 2013 by the Georgia chapter of the Turnaround Management
Association for his outstanding turnaround work. Mr. Marsh is Board Certified in Business Bankruptcy and
Creditors’ Rights by the American Board of Certification.
75
76. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
76
77.
78.
79. ABOUT DailyDAC
DailyDAC.com is the leading source of
information about assignments, article 9,
bankruptcy, receiverships, out-of-court
workouts and vulture investing, designed
for business owners and vulture
investors.
Visit us at www.dailydac.com.
Premium Public Notice Service
DailyDAC’s Premium Public Notice Service helps market
asset sales on behalf of fiduciaries (e.g., Chapter 11 debtors-
in-possession and committees, trustees, receivers,
assignees), secured lenders selling collateral under UCC
Article 9, and auctioneers to a very large and self-selected
group of potential bidders and their advisors. The Service
also assists with noticing other events, deadlines, and
milestones – including tombstones and other press releases.
Our free weekly newsletter, DailyDAC contains our
latest bankruptcy article, current Public Notices and all
opportunistic deals added to our proprietary database
that week. Sign up at:
https://www.dailydac.com/dacyak-weekly-newsletter-signup/
80. About Financial Poise
80
Financial Poise™ has one mission: to provide
reliable plain English business, financial, and legal
education to individual investors, entrepreneurs,
business owners and executives.
Visit us at www.financialpoise.com
Our free weekly newsletter, Financial Poise
Weekly, updates you on new articles published
on our website and Upcoming Webinars you
may be interested in.
To join our email list, please visit:
https://www.financialpoise.com/subscribe/