The Cummings & Cummings Law Journal

Understanding what a mining pool is for tax purposes Cryptocurrency mining pools coordinate computing resources to increase the probability of successfully validating blocks and earning block rewards and transaction fees. From a tax perspective, the legal and economic substance of that coordination determines classification and treatment. While many market participants assume a mining pool is

Purpose and Legal Stakes of a Directors’ and Officers’ Questionnaire The Directors’ and Officers’ Questionnaire is not a perfunctory administrative exercise. It is a critical legal instrument that underpins corporate disclosures, exchange listing compliance, and risk management. In public company filings, disclosures about director independence, executive compensation, related party transactions, and beneficial ownership all depend

The Purpose and Legal Basis of Annual Reports Annual reports for limited liability companies and corporations serve a narrow but critical function: they keep the state’s business registry current regarding an entity’s ownership, management, and contact details. Although the term “annual report” sounds like a financial publication, it is fundamentally a compliance filing mandated by

Understanding the Deferred Sales Trust: What It Is and Why Sellers Consider It A Deferred Sales Trust is a planning structure designed to let an owner sell a highly appreciated asset while deferring recognition of capital gain under the installment sale rules. The core concept is straightforward in theory yet nuanced in practice: instead of

Defining a Crocus Clause and Why Its Meaning Is Not Universal A Crocus clause in real estate financing is a lender-protective provision that modifies the borrower’s obligations or the lender’s remedies upon the occurrence of specific conditions, often tied to cash flow, collateral performance, or project milestones. The term is not codified in statute or

Overview of the WARN Act and Why It Matters to Employers The Worker Adjustment and Retraining Notification (WARN) Act is a federal statute that requires certain employers to provide at least 60 calendar days of advance written notice before implementing covered plant closings or mass layoffs. Although many executives and managers believe WARN is simple—“60

What Minority Veto Rights Are — and What They Are Not Minority veto rights, often called “protective provisions” or “blocking rights,” are contractual consent requirements that give investors below control thresholds the power to block specified actions. They can appear in a charter, operating agreement, shareholders’ agreement, side letter, or investment agreement. These rights typically

What the Golsen Rule Is and Why It Exists The Tax Court’s “Golsen rule” is a judicial doctrine that instructs the United States Tax Court to follow the precedent of the federal court of appeals to which a particular case would be appealed. Rooted in the Tax Court’s unique national jurisdiction and the federal judiciary’s

Defining the Supply Chain Agreement Ecosystem The term “supply chain agreement” encompasses a complex set of contracts, amendments, purchase orders, specifications, quality manuals, and policy documents that collectively establish legal rights and obligations across multiple tiers. Parties often assume that a master services agreement or a single purchase order governs the entire relationship. In practice,

Understanding the “Wait-and-See” Buy-Sell Agreement and Why Its Tax Footprint Is Not Obvious A “wait-and-see” buy-sell agreement is a hybrid mechanism that postpones the choice between a redemption by the business entity and a cross-purchase among remaining owners until a triggering event actually occurs, most commonly death, disability, retirement, or voluntary exit. The agreement typically

What an At-the-Market Offering Is and Why Issuers Use It An at-the-market offering, commonly called an ATM, is a controlled, programmatic method for a public company to sell newly issued shares into the market over time at prevailing market prices. Instead of a single, fully marketed transaction that prices all shares on one day, an

Understanding the FEIN and What “Nonresident” Really Means A Federal Employer Identification Number (FEIN), also known as an EIN, is the tax identifier that the Internal Revenue Service assigns to business entities for federal tax administration. It functions analogously to a Social Security Number for an individual, but it is purpose-built for entities, trusts, estates,

Understanding Contribution of Intellectual Property in a Joint Venture Contributing intellectual property to a joint venture is not a mere paperwork exercise. It is a complex transfer of a legally defined bundle of rights that must be precisely identified, measured, and reflected in the venture’s capitalization. As both an attorney and a CPA, I routinely

Understanding Cross-Border Cash Pooling Models and Why Structure Matters Cross-border cash pooling typically takes two primary forms: physical (zero-balancing) pooling and notional pooling. Physical pooling sweeps funds into a central account at the end of each day, creating clear intercompany payables and receivables. Notional pooling, in contrast, offsets positions for interest calculation without physically moving

Understand the Prohibited Transaction Framework Before You Structure Anything Every self-directed IRA transaction lives under the shadow of Internal Revenue Code Section 4975 and Department of Labor interpretations defining prohibited transactions. These rules prohibit direct and indirect dealings between the IRA and certain disqualified persons, including the account owner, certain family members, and entities they

Disclosing a corporate address or registered office may appear straightforward, yet these requirements span multiple statutes, regulations, and professional standards that vary by jurisdiction and business structure. As both an attorney and CPA, I regularly observe companies assume that any mailbox or shared workspace will satisfy their filing and disclosure needs. That assumption invites penalties,

Understanding Why Segmenting Business Divisions Into Separate LLCs Manages Risk Creating separate limited liability companies for distinct lines of business is a classic risk management technique that can ring-fence liabilities, isolate operational failures, and preserve enterprise value. By placing each division into its own LLC, owners seek to prevent a loss, lawsuit, or regulatory issue

What Is a Dividend Equivalent Under IRC § 871(m)? At its core, IRC § 871(m) treats certain payments made to non‑U.S. persons in connection with U.S. equities as if they were U.S. source dividends, even when no actual stock is owned and no corporate dividend is directly received. These deemed dividends, labeled dividend equivalents, arise

Understanding the Legal Purpose and Scope of a Shareholders’ Agreement A shareholders’ agreement is a private contract among a corporation’s owners that complements, but does not replace, the corporation’s charter and bylaws. Its core legal function is to allocate rights, obligations, and remedies among shareholders beyond what default corporate statutes provide. While many founders assume

Understanding the Purpose and Legal Framework of a Post-Closing Adjustment A post-closing adjustment clause in a stock purchase agreement is a mechanism that trues up the purchase price after closing based on objective financial metrics measured as of a defined date, commonly the close of business on the day immediately preceding closing. Although parties often