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Suffolk University Law School was founded in 1906 and is located in the heart of downtown Boston. The school is dedicated to educating students of all backgrounds and circumstances, helping them to thrive in an increasingly diverse, global and technologically dependent society. The school's Business Law & Financial Services Concentration emphasizes teaching and scholarship not only in traditional corporate structures, but also in alternative non-corporate forms of organization that are becoming the norm in small businesses, emerging high-tech industries, and financial services. Its faculty members include nationally regarded experts in limited liability company, partnership, tax, and securities regulation, including Carter G. Bishop, a reporter for four separate uniform business organization law projects sponsored by the National Conference of Commissioners on Uniform State Laws, and Jeffrey M. Lipshaw, co-author with the late Larry E. Ribstein of Unincorporated Business Entities, 4th Edition (LexisNexis, 2009).


Table of Contents

Proposed Agenda for Unincorporated Entity Drafting Group

Herrick K. Lidstone, Burns, Figa & Will, P.C., Sturm College of Law, University of Denver

Whose Goodwill is it? The Taxation of Goodwill in Owner-Entity Transactions

Timothy M. Todd, Liberty University School of Law


CORPORATE LAW: LLCS, CLOSE CORPORATIONS, PARTNERSHIPS,
& OTHER PRIVATE ENTERPRISES eJOURNAL
Sponsored by: Suffolk University Law School

"Proposed Agenda for Unincorporated Entity Drafting Group" Free Download

HERRICK K. LIDSTONE, Burns, Figa & Will, P.C., Sturm College of Law, University of Denver
Email:

This is a draft agenda for a committee to be formed for consideration of possible amendments to the Colorado partnership and limited liability statutes found in Title 7 of the Colorado Revised Statutes.

"Whose Goodwill is it? The Taxation of Goodwill in Owner-Entity Transactions" Free Download
Journal of Taxation, Vol. 122, No. 2, p. 74 (2015)

TIMOTHY M. TODD, Liberty University School of Law
Email:

Goodwill is a nebulous concept that is often not handled properly by taxpayers or the IRS. Two recent Tax Court cases highlight the IRS’s flawed approach and methodology to goodwill in two particular situations: the effect of goodwill in a corporate distribution, and the effect of goodwill in the estate-tax valuation of a closely held business. In both cases, the IRS used goodwill valuations to assert deficiencies against taxpayers, but the taxpayers argued that the goodwill was not theirs personally and therefore did not give rise to the deficiencies. These cases provide guidance on how to structure and maintain the ownership of goodwill in these and other contexts, e.g., the sale of a professional practice. A robust and clear understanding of the taxation of goodwill, therefore, is paramount in deal structuring. This article discusses the importance of handling the goodwill analysis properly and highlights the salient contexts in which goodwill issues arise. The article then notes a two-step approach to handling goodwill issues and offers strategies to maximize the tax benefits associated with goodwill. The planning strategies offered here reduce aggregate federal taxes paid and thus increase a transaction’s rate of return.

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About this eJournal

Sponsored by: Suffolk University Law School

This eJournal distributes working and accepted paper abstracts related to LLCs, close corporations, partnerships, and other private enterprises. This includes the law, economics, history and policy of closely-held corporations and non-corporate firms, including partnerships, limited liability companies, limited partnerships, limited liability partnerships, joint ventures, and similar entities both in the US and around the world. Specific topics include private law matters such as governance, fiduciary duties, formation, litigation, arbitration, choice of law, exit, dissolution, transfer, creditors' rights, and limited liability. They also include public law matters such as bankruptcy, employment discrimination, securities regulation, competition law, and professional regulation. Articles may also focus on types of businesses or other relationships that commonly organize as limited liability companies, close corporations, partnerships or other unincorporated business entities, including venture capital, professional services, real estate, finance, family firms, domestic relationships and public-private enterprises.

Editor: Jeffrey M. Lipshaw, Suffolk University

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Directors

CORPORATE, SECURITIES & FINANCE LAW EJOURNALS

BERNARD S. BLACK
Northwestern University - School of Law, Northwestern University - Kellogg School of Management, European Corporate Governance Institute (ECGI)
Email: bblack@northwestern.edu

RONALD J. GILSON
Stanford Law School, Columbia Law School, European Corporate Governance Institute (ECGI)
Email: rgilson@leland.stanford.edu

Please contact us at the above addresses with your comments, questions or suggestions for LSN-Sub.

Advisory Board

Corporate Law: LLCs, Close Corporations, Partnerships, & Other Private Enterprises eJournal

BARRY E. ADLER
Professor of Law, New York University School of Law

STEPHEN MARK BAINBRIDGE
William D. Warren Professor of Law, University of California, Los Angeles (UCLA) - School of Law

HENRY HANSMANN
Augustus E. Lines Professor of Law, Yale Law School, Fellow, European Corporate Governance Institute (ECGI)

ROBERT WILLIAM HILLMAN
Fair Business Practices Professor of Law, University of California, Davis - School of Law

KIMBERLY D. KRAWIEC
Professor of Law, Duke University School of Law

SAUL LEVMORE
William B. Graham Professor of Law, University of Chicago Law School

ROBERT H. SITKOFF
John L. Gray Professor of Law, Harvard Law School

GORDON SMITH
Professor of Law, Brigham Young University - J. Reuben Clark Law School

LYNN A. STOUT
Distinguished Professor of Corporate and Business Law Jack G. Clarke Business Law, Cornell Law School - Jack G. Clarke Business Law Institute

THOMAS S. ULEN
Swanlund Chair, Director, Illinois Program in Law and Economics, University of Illinois College of Law