Not-for-Profit Entities: Use of “Fair Value” for Financial Reporting

Typically the standard of value in the valuation of a fractional interest in an entity for estate and gift tax reporting purposes is “fair market value” which is defined by Revenue Ruling 59-60 as “the price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer …

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Preference Analysis – The Pillowtex Decision

On April 14, 2010, Judge Kevin J. Carey, Chief Judge of the United States Bankruptcy Court for the District of Delaware, issued a decision in the Pillowtex bankruptcy case that has significant implications with respect to the ordinary course of business (“OCB”) defense. Pillowtex filed for bankruptcy prior to the 2005 expansion of the preference …

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Due Diligence Tips for Buying a Business – Part III

LIABILITIES Compliance with bulk sales laws for asset purchases: • Make sure the bulk sale notifications specified by local law are complied with.  The effect of failure to comply with the bulk sales law enables creditors to “follow the assets” and have valid claims against the new owner (the buyer). • Provide in the asset purchase/sale agreement …

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Due Diligence Tips for Buying a Business – Part II

In following the story about Leonard and Sylvia here are some tips on assets that may save you disappointment after the deal is done. ASSETS Cash: • Cash is generally not included in the sale.  However, cash accounts should be reviewed for large and unusual transactions in the period preceding the deal. Accounts receivable: • Obtain and …

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Due Diligence Tips for Buying a Business – Part 1

Leonard and Sylvia Buy a Business Leonard and Sylvia sold their sheet metal manufacturing plant in Pittsburgh and decided to move to sunny Phoenix, Ariz.  They wanted to buy another business and, through a business broker, found a high-tech electronics manufacturing company that was for sale.  Leonard and Sylvia thought “manufacturing is manufacturing,” whether it …

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CPAs Who Testify: Do You Have What It Takes? Part 2

Answering Counsel’s Question’s When you are asked a question by your side’s counsel don’t blurt out your answer before the conclusion of the question. The jury needs to know that you have given some serious thought to what is being said. Even though you went over your responses with your side’s counsel previously.  On the …

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CPAs Who Testify: Do You Have What It Takes? Part 1

Was there a time when you had to testify in court about a civil litigation matter regarding the company you worked for, or on behalf of one of your clients? Do you remember how it felt? Did your hands start to sweat? Did your heart start pounding when the opposing attorney started asking his or …

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Well Written Shareholder Agreements Avoid Costly Litigation

“A shareholder agreement is an understanding between shareholders and a corporation, under the law, about various aspects ranging from the shareholder duties to rights, in relation to the company. The shareholder agreement is the basis of company inception and paves the way for its future course. It lays down the guidelines about the duties and …

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