The Cummings & Cummings Law Journal

Why Corporate Formalities Matter More Than Most Owners Expect Many business owners are surprised to learn that forming a corporation or limited liability company is only the first step in achieving liability protection. The ongoing maintenance of corporate formalities—including keeping minutes, adopting resolutions, segregating funds, and documenting key decisions—is what sustains the liability shield over

Clarify the Strategic Purpose of Benefits in Retention Employee benefits are not a mere cost center or a standardized checklist. When structured thoughtfully, a comprehensive benefits program becomes a core component of a company’s total rewards strategy and a decisive lever for retaining critical talent. Employers that approach benefits as part of a larger workforce

Understanding What a Corporate Board Resolution Must Do A corporate board resolution is the governing body’s formal authorization to take or ratify a defined action on behalf of the corporation. It is not simply a memo or a note of agreement. It is a binding corporate act that establishes the corporation’s official record of intent,

Understanding Transfer Restrictions in LLCs: Core Purpose and Risk Transfer restrictions in limited liability companies are the contractual and statutory mechanisms that control how, when, and to whom a member may transfer an interest. At their core, these provisions protect the company and its existing members from unintended admissions of new owners, dilution of control,

Choosing a Sole Proprietorship: Simplicity With Hidden Tax Tradeoffs Many founders default to a sole proprietorship because formation appears effortless. There is no separate entity to register (beyond local licenses), no separate tax return, and income flows directly onto Schedule C. That convenience, however, conceals several tax and legal exposures. Net profit is generally subject

Understanding Restricted Stock in the Transfer Tax Context Restricted stock is equity that is subject to transfer limitations, forfeiture conditions, vesting schedules, or other contractual or legal constraints. For gift and estate tax purposes, the central question is what a hypothetical willing buyer would pay a willing seller for that stock, both having reasonable knowledge

Understanding the Asset: Receivables, Royalties, and Other Cash Flows Securitizing nontraditional assets such as trade receivables, healthcare receivables, music and patent royalties, subscription revenues, and usage-based fees requires painstaking attention to the underlying cash flow mechanics. The starting point is asset definition and eligibility: advisers must scrutinize who owes the payment, what triggers the obligation,

Understanding IRC § 332 Liquidations at a Glance In a corporate group, the tax-free liquidation of a wholly owned subsidiary can be a powerful tool for simplifying structure, streamlining operations, and consolidating assets. Internal Revenue Code § 332 provides the principal path to achieving a tax-free liquidation in a parent-subsidiary context, but the statute’s requirements

Why Residency Status Matters For State Personal Income Taxes Residency is the gateway concept that determines how much of your income a state may tax, which filing forms you must submit, and whether you can access credits designed to mitigate double taxation. States generally tax residents on worldwide income, while nonresidents are typically taxed only

Understanding Split-Year Residency: Definition and Context Split-year residency is a term used to describe a tax year in which a taxpayer’s residency status changes, either across state lines within the United States or between the United States and another country. At the federal level, this frequently arises in the context of a dual-status alien who

Understanding the CLOUD Act’s Core Mechanisms and Why They Matter for Cross-Border Transfers The Clarifying Lawful Overseas Use of Data Act (the CLOUD Act) empowers United States law enforcement to compel certain service providers to produce data within their possession, custody, or control, regardless of where that data is stored. This statutory framework operates primarily

Understanding Double Taxation Risk in Cross-Border Deals Double taxation in cross-border transactions arises when the same income is taxed by two jurisdictions, typically the country of source and the country of residence. This is not a theoretical concern; it is a pervasive operational risk that can convert an otherwise profitable expansion into a loss. Common

Understanding the Patchwork of State Licensure and Why It Governs Telehealth Every telehealth interaction is anchored in state law. The clinician’s license, the patient’s physical location at the time of service, and the platform’s operational footprint collectively trigger a complex array of state rules. Many founders assume that a single professional license in the provider’s

Understanding Competent Authority and Mutual Agreement Procedure in Transfer Pricing Cross-border transfer pricing disputes often lead to double taxation when two countries make inconsistent adjustments to the same intercompany transaction. Competent authority procedures, typically pursued through the Mutual Agreement Procedure, provide a treaty-based framework for eliminating that double taxation. Under these procedures, each country’s designated

Structure the Right Entity and Adopt Robust Governance Selecting an entity is not merely a filing decision; it is a foundational risk allocation exercise. The nuances between a limited liability company, S corporation, C corporation, and limited partnership go well beyond tax rates and annual fees. Creditor access to owners, veil-piercing exposure, fiduciary duties, capital

What Practitioners Mean by the Federal Common Law “Nexus” in Trademark Cases In trademark litigation, “nexus” refers to the legally cognizable connection between a defendant’s conduct and the forum that permits a federal court to exercise authority. Although the Lanham Act supplies the federal cause of action, it does not itself answer the crucial question

Understanding Cross-Purchase Agreements With Multiple Owners A cross-purchase buy-sell agreement is a contract under which the owners agree that, upon certain triggering events, the remaining owners will purchase the departing owner’s equity directly. While this may appear straightforward in a two-owner scenario, the complexity multiplies quickly as the number of owners increases. The number of

Defining the Double-Dummy Merger Structure The double-dummy merger is a corporate reorganization technique in which two operating companies combine under a newly formed holding company through two parallel, statutory mergers into separate merger subsidiaries. In its simplest form, a new parent (“HoldCo”) forms two wholly owned subsidiaries (“Merger Sub A” and “Merger Sub B”). Each

What Cost Segregation Is and Why It Matters Cost segregation is an engineering-driven tax analysis that dissects a building into its component parts to identify assets eligible for shorter recovery periods than the standard 27.5-year or 39-year depreciation applicable to residential rental and nonresidential real property, respectively. Rather than treating an entire structure as a

Defining a Blue Sky Memorandum in the Context of Private Placements A Blue Sky Memorandum is a legal analysis that maps a private securities offering to the mosaic of state securities laws commonly referred to as Blue Sky laws. In a private placement, the offering may be exempt from federal registration under Regulation D or