The following are some standard terms that are used in financing transactions for start-up and other pre-IPO ventures.
Accredited Investor
An investor who meets certain financial and other criteria specified in SEC Regulation D. Examples of accredited investors include (1) individuals with a net worth of $1,000,000 or more or (2) individuals who have had net income [...]
1. What are You Selling? Early in the negotiations, buyer and seller must agree on what is being bought and sold—company stock (or other equity interests) or business assets. Ordinarily, seller would prefer to sell the company stock, because that will make unknown company liabilities buyer’s problem (subject to seller’s indemnification commitment). However, seller might [...]
Gifts to children can be tax free through the use of a 2503(c) trust (also called a “children’s trust”). These trusts are named after the Internal Revenue Code section that makes these gifts free from taxation.
A gift to any person is subject to federal gift taxation unless an exemption or credit applies. The most common [...]
1. The Next Right Step. After agreeing in principal to buy the business (through a Letter of Intent, Term Sheet, or handshake), buyer and seller must decide on what comes next. Seller might favor negotiating and signing the purchase agreement, followed by a period of due diligence investigation, followed by closing. Buyer would probably prefer to [...]
As a professional advisor, I hate giving “It depends” advice as much as clients hate hearing it. That’s why I particularly appreciated a meeting I had last week with Marc Angle, from Bernstein Global Wealth Management, on Roth IRA conversions. Marc actually had some rules of thumb about when converting a traditional IRA to a [...]
1. The Hardest Decisions. For business owners, the business is often the largest (or only) valuable asset of the estate. Who should inherit the business? How much direct control should they have over the business? What if they are bad business men or women? What if they don’t want to continue the business? How important is [...]
All estate planning involves answering the four W’s—Who, What, When, and Where.
WHO . . .
…will make decisions about your health and finances if you cannot?
…have you named as beneficiary of your life insurance, 401ks, and IRAs?
…will take care of your affairs as executor or trustee?
…will take care of minor children or disabled relatives as guardian?
…will [...]
A number of sources (including Forbes, most prominently) report that the Florida Legislature will take up a bill aimed at bringing sense to the chaotic 2010 estate tax gap.
As I previously wrote (here), the one-year estate tax hiatus may cause many wills and trusts to produce gifting consequences that were never intended by the maker [...]
1. Put It in Writing. The creditor of a deceased debtor must file a Statement of Claim with the probate court in which the debtor’s estate is being probated. The Statement of Claim must include a brief statement of the basis of the claim, including whether or not the claim has matured.
2. Racing the Clocks. [...]
GALLOGLY AUDITING & CONSULTING, LLC
Gallogly Auditing & Consulting, LLC was formed in 2004 by Dan Gallogly, CPA. After working as a managing partner and CPA for nearly 20 years in traditional, large accounting firms, Dan saw a need for a unique Orlando CPA firm, one that did much more than audits and year-end tax [...]