SECTION 199A SLIDE PRESENTATION

The Joint Committee on Taxation has released a slide show about section 199A.  I have not yet had time to review any of the 27 slides included in the show, and to my knowledge, the JCT has not yet released a link for the show; I know about it through the March 15th edition of the CCH daily tax information service.  However, it is clear that every lawyer, accountant and other professional who advises clients under section 199A must be familiar with these 27 slides.

SECTION 199A

For subscribers to Tax Notes who are interested in section 199A, the article cited below will be of interest.

Here’s the cite:

What’s Next for the Passthrough Deduction

Posted on Feb. 19, 2019

By: Marie Sapirie

A recent set of final and proposed rules and other guidance significantly advanced the implementation of the 20 percent deduction for the qualified business income (QBI) of passthrough entities and the 20 percent deduction for qualified real estate investment trust dividends, but some questions remain for Treasury and the IRS to resolve.

MY ARTICLE IN TAX NOTES ON HOW TO COMPUTE SECTION 199A PASS-THROUGH DEDUCTIONS

I published the article linked below in Tax Notes, a leading federal tax daily information service, on about February 8, 2019, and, as permitted by Tax Notes, I am publishing it today in this post.  The article seeks to provide clear, practical and comprehensive guidelines for computing pass-through deductions for all of the seven categories of taxpayers who are eligible for them.  The discussion in the article concerning a particularly aggressive method of computation that arguably may be used by Category 4 taxpayers is controversial, but Section 199A experts should be aware of it.

https://llc199a.com/wp-content/uploads/Cunningham-Final-2.2-2-4-19.pdf

ADDRESSING BANKRUPTCY IN OPERATING AGREEMENTS

Below are the citation and first couple of sentences of an article about addressing possible bankruptcies in LLC operating agreements.  Every LLC lawyer should be familiar with the key points in the article.

Here are the cite and sentences:

2018-JAN Bus. L. Today 1
Business Law Today
January, 2018
Brett S. Theisen
Copyright © 2018 by the American Bar Association; Brett S. Theisen
PUBLIC POLICY PROHIBITS CONTRACTUAL RESTRICTIONS ON AN LLC’S RIGHT TO FILE BANKRUPTCY

IN BRIEF

  • Enforceability of bankruptcy restrictions is a matter of federal law.
  • In Lexington Hospitality, the LLC’s original operating agreement contained no limitations on its manager’s and/or members’ ability to file bankruptcy on the LLC’s behalf.
  • Parties to an operating agreement generally have the freedom to contract limited only by the parameters in the relevant articles of organization and statutory law.

NEW LAW JOURNAL ARTICLE ABOUT THE TCJA

The article cited below ably addresses a number of issues important to LLC lawyers and tax professionals practicing under section 199A.

Here’s the cite:

16 Pitt. Tax Rev.
Pittsburgh Tax Review
Fall, 2018
Article
Stephen J. Pieklik, Nathan S. Catanese, Cory C. Omasta
Copyright © 2018 by University of Pittsburgh; Stephen J. Pieklik, Nathan S. Catanese, Cory C. Omasta
DEDUCTING SUCCESS: CONGRESSIONAL POLICY GOALS AND THE TAX CUTS AND JOBS ACT OF 2017

LLCs and Sustainability

For LLC lawyers and their clients who are concerned about climate change, the post under the link below may be of great interest: https://www.mofo.com/resources/publications/181030-delaware-transparancy-sustainability-standards.html

Massachusetts Non-Competes

Operating agreements for multi-member LLCs often contain non-competition provisions.  Massachusetts lawyers who draft these agreements or who draft non-Massachusetts operating agreements intended to be effective in Massachusetts should be aware of Massachusetts’ new and stringent statutory restrictions on non-competition agreements. These restrictions undoubtedly apply to non-competition provisions in operating agreement. For an excellent overview of the new Massachusetts statute, click here: https://www.ebglaw.com/news/massachusetts-passes-new-law-governing-non-competition-agreements/