Presenter: Planning for TCJA Sunset, Potential Legislation, and Criminal Update, MACPA Advanced Tax Institute, November 18, 2024
Presenter: Sell Now Pay (Taxes) Later: Deferred Rollovers in M&A Transactions, MSBA Advanced Business Law Institute, April 12, 2024
Presenter: Remote Work Agreements: Establishing Expectations and Mitigating Risk, Virginia Society of Association Executives, June 9, 2022
Presenter: Latest Updates to the Paycheck Protection Program, Webinar, LeadingAge Virginia CFO Forum, January 21, 2020
Co-Presenter: PPP Forgiveness – Can I Really Keep the Money??, Webinar, Baltimore Development Corporation, June 15, 2020
Co-Presenter: Choice of Corporate Entity (A Webinar), September 13, 2019
Interviewed in: “Jordan Halle: Connecting Young Jewish Baltimore” The Associated (December 2018)
ARTICLES
February 20, 2025
On February 17, 2025, the U.S. District Court for the Eastern District of Texas lifted the last remaining nationwide injunction against enforcement of the Corporate Transparency Act (CTA) previously issued in
Smith v. US Dep’t of the Treasury, clearing the way for the law’s implementation. This marks a significant development following the U.S. Supreme Court’s January 23, 2025, order in
McHenry v. Texas Top Cop Shop, Inc., which lifted a separate nationwide injunction issued by another Texas federal district court. However, due to delays in the Justice Department’s motion in
Smith, the CTA’s implementation remained blocked nationwide until now.
December 30, 2024
The ongoing legal saga in the federal courts surrounding the Corporate Transparency Act (CTA) (31 U.S.C. § 5336) has reversed course, yet again.
December 24, 2024
On December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s emergency motion for a temporary stay of a district court’s order and nationwide injunction against the Corporate Transparency Act (CTA) and its corresponding Beneficial Ownership Information (BOI) Reporting Rule.
December 9, 2024
Following a Texas federal district court’s issuance of a nationwide injunction temporarily halting enforcement of the Corporate Transparency Act (“CTA”), the U.S. government has filed an appeal with the U.S. Court of Appeals for the Fifth Circuit, challenging the district court’s findings (found
here). In response to both the national injunction and the appeal, the Financial Crimes Enforcement Network (“FinCEN”), the agency responsible for enforcing the CTA, issued guidance (found
here) clarifying that reporting companies are not currently required to file beneficial ownership information (“BOI”) reports and will not face liability for noncompliance “while the preliminary injunction remains in effect.”
December 4, 2024
On December 3, 2024, the U.S. District Court for the Eastern District of Texas,
Texas Top Cop Shop, Inc. v. Merrick Garland (Civil Action No. 4:24-CV-478), issued a memorandum opinion and order granting a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (“CTA”) and its implementing regulations and staying the compliance deadline for reporting companies pending further order of the court.
November 11, 2024
The IRS has recently been urging healthcare entities, particularly those involving physicians and private investors, to seek private letter rulings (PLRs) to clarify the tax implications of their ownership structures. This encouragement comes in light of the complexities and ambiguities surrounding the "friendly doctor" or "friendly PC" models, where a physician-owned professional corporation (PC) is managed by a separate management service organization (MSO).
April 1, 2024
In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation that a business often considers is awarding employees equity in the business.
April 28, 2023
In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation that a business often considers is awarding employees equity in the business.
February 2, 2023
Parties to a bargain typically make representations and warranties (“RWs”) to one another. RWs expressly record the parties’ understanding as to the conditions and facts under which they enter into a deal. In an asset purchase or an M&A deal, they form a material part of the transaction and account for a significant portion of the negotiations.
September 28, 2022
As one of the authors noted in a previous
alert, “the CARES Act provided that the forgiven amounts of Paycheck Protection Program (“PPP”) loans would not be includable in a PPP borrower’s gross income at the federal level, and subsequent legislation provided that expenses paid with PPP funds would still be tax deductible.” Recent non-precedential guidance from the IRS’s Office of Associate Chief Counsel, however, has concluded that only properly forgiven amounts will not be treated as gross income by the IRS. In short, the IRS intends to reach its own determination regarding the propriety of the decision of the U.S. Small Business Administration (“SBA”) to forgive PPP loan amounts.
September 7, 2022
The Inflation Reduction Act (the “Act”), signed into law on August 16, 2022, creates new opportunities for the renewable energy industry and is a welcome change in an industry accustomed to uncertainty regarding its primary financial incentives. The Act’s provisions modified many of the clean energy credit and incentive provisions of last year’s Build Back Better Act. The Act earmarks $374 billion for decarbonization and modernization of U.S. manufacturing in the renewable energy sector (the “Renewable Sector”).
August 10, 2022
This week the Senate has advanced the landmark tax, climate, and healthcare bill known as the Inflation Reduction Act (H.R. 5376) (“IRA”) which will be considered by the House of Representatives in the coming days and, if passed, will arrive on President Biden’s desk for signature into law.
December 3, 2021
From the outset, the CARES Act provided that the forgiven amounts of Paycheck Protection Program (“PPP”) loans would not be includable in a PPP borrower’s gross income at the federal level, and subsequent legislation provided that expenses paid with PPP funds would still be tax deductible. On November 17, 2021, the Internal Revenue Service (“IRS”) issued three separate revenue procedures on the tax treatment of the forgiveness of PPP loans: Rev. Proc. 2021-48, Rev. Proc. 2021-49, and Rev. Proc. 2021-50.
October 21, 2021
Recently, we’ve been hearing from clients that their Paycheck Protection Program (“PPP”) loans are being reviewed by the Small Business Administration ("SBA") and we are here to help respond to SBA inquiries and requests for information. This Client Alert discusses
the Interim Final Rule (“IFR”), effective September 14, 2021, promulgated by the SBA detailing the procedures for appealing adverse PPP forgiveness determinations. Note that these will only become relevant if the SBA formally denies (in whole or in part) a PPP forgiveness application by the delivery of a final SBA loan review decision document.
March 18, 2021
Effective March 14, 2021, the Maryland General Assembly overrode Governor Larry Hogan’s veto and enacted a digital products tax as part of the “21
st Century Economy Fairness Act” (the “Act”). See
House Bill 932 (2020 Legislative Session). Simply stated, the Act extends Maryland’s existing 6% sales and use taxes to digital goods.
January 8, 2021
As we
recently announced regarding the Economic Aid Act, Congress authorized certain PPP borrowers who have already used (or will use) their PPP funds to apply for a second draw PPP loan (“PPP2”). Effective January 6, 2021, SBA released an
Interim Final Rule on PPP2 (the “PPP2 IFR”). This client alert summarizes some of the salient and broadly applicable terms in the PPP2 IFR. Following this discussion, we also highlight parts of the
Amended Interim Final Rule (the “Amended IFR”), also effective January 6, 2021, that consolidates previously published interim final rules and amends them to incorporate changes under the Economic Aid Act.
December 22, 2020
On December 21, 2020, Congress passed H.R. 133, the Consolidated Appropriations Act, 2021 (the “Omnibus Act”), which includes among its more than 5,000 substantive pages, long-awaited follow-ups to the CARES Act to provide additional resources to individuals and businesses. Among the provisions are updates to the Paycheck Protection Program (“PPP”), which will benefit both existing and new borrowers. Below is a look at some of the significant developments under the Omnibus Act related to the PPP. This summary does not include every update to the PPP in the Omnibus Act, but highlights certain key changes.
December 22, 2020
On December 21, 2020, Congress passed H.R. 133, the Consolidated Appropriations Act, 2021 (the “Omnibus Act”), which includes among its more than 5,000 substantive pages, long-awaited follow-ups to the CARES Act to provide additional resources to individuals and businesses. Among the provisions are updates to the Paycheck Protection Program (“PPP”), which will benefit both existing and new borrowers. Below is a look at some of the significant developments under the Omnibus Act related to the PPP. This summary does not include every update to the PPP in the Omnibus Act, but highlights certain key changes.
November 19, 2020
On October 26, 2020, the Small Business Administration (“SBA”)
published notice that it is seeking approval from the government’s Office of Management and Budget (“OMB”) to release two new forms applicable to Paycheck Protection Program (“PPP”) borrowers who received loans above $2 million. (SBA has previously announced that all PPP borrowers who received more than $2 million in PPP loans, including by aggregation with affiliates, would have their application audited.)
According to SBA data, there are over 30,000 PPP borrowers who would be required to submit either proposed
Form 3509, for for-profit businesses, or
Form 3510, for nonprofit organizations.
October 9, 2020
October 5, 2020
On October 2, 2020, the SBA released
guidance on changes of ownership of a business that received a PPP loan. While the SBA directed these procedures to PPP lenders, unless the SBA has already forgiven the loan entirely the PPP borrower must provide prior notice to its PPP lender, including a copy of the transaction documents and information on the new owners. In addition, the borrower is likely to have to either place the principal amount of the loan in escrow pending forgiveness determination, or delay its transaction until the SBA approves it.
September 2, 2020
On August 8, 2020, President Trump sent a
memorandum (the “Memorandum”) to the Treasury Department (“Treasury”), ordering the Secretary of the Treasury to defer collection of the employee portion of Social Security withholding (and withholding for certain railroad workers under the Railroad Retirement Tax Act) from September 1, 2020, through December 31, 2020.
September 2, 2020
Congratulations, you received a loan under the Paycheck Protection Program (“PPP”)! Now you want to maximize your ability to take advantage of the opportunity to have up to 100% of the loan forgiven. The following guide provides overall concepts to consider in using your PPP loan proceeds. Please reach out to the authors or your other professional advisors if you have questions about your specific situation.
June 24, 2020
SBA issued a new
Interim Final Rule (the “
New IFR”), effective June 22, 2020, through which SBA and Treasury
continue to revise their guidance in light of the
Flexibility Act.
June 24, 2020
The 2017 tax law, known as the Tax Cuts and Jobs Act (the “TCJA”), imposed a $10,000 limit on individual state and local tax (“SALT”) deductions, but not on entity taxpayers. This deduction has been a particular pain point for owners of pass-through entities (“PTEs”) that pay state and local taxes to high-tax states. These potential deductions pass through to the individual owners, who are subject to the $10,000 SALT cap.
June 18, 2020
On June 17, 2020, the SBA posted to its website a number of new documents for the Paycheck Protection Program (“PPP”) that reflect both changes required as a result of the
Flexibility Act and that small business advocates had urged to streamline the PPP forgiveness process. This includes an Interim Final Rule (“IFR”) that significantly updates the owner-compensation replacement rule for a 24-week Covered Period and a new “EZ” forgiveness application.
June 9, 2020
The Paycheck Protection Program Flexibility Act of 2020 (
HR 7010) (the “Flexibility Act”), signed into law on June 5, 2020 (the “Effective Date”), provides relief to small businesses seeking relief under the Paycheck Protection Program (the “PPP”), including, significantly, an extended period to use PPP loan proceeds and a reduction in the amount of funds that are required to be used towards payroll costs from 75% to 60%.
May 19, 2020
In the evening on Friday, May 15, 2020, the SBA issued the long-awaited Paycheck Protection Program Loan Forgiveness Application and its instructions. The Application provides a step-by-step process that will ultimately lead borrowers to a determination of the amount of their PPP loan that can be forgiven.
May 19, 2020
In light of the rapid developments related to the Paycheck Protection Program (the “PPP”), enacted as part of
the CARES Act, we have addressed a number of frequent questions for clients and others, which we have identified and responded to here to assist with determining whether a PPP loan is a good fit for your business.
May 5, 2020
In
Notice 2020-32, the IRS answered the question that had been the subject of wide discussion and debate (at least among tax attorneys) as to whether borrowers under the Paycheck Protection Program (“PPP”)
[1] could deduct the cost of expenses paid with PPP proceeds that are forgiven under Section 1106 of the CARES Act. Answer: No.
May 4, 2020
On April 24, 2020, President Trump signed the Paycheck Protection Program and Health Care Enhancement Act (
H.R. 266) into law appropriating an additional $310 billion for Paycheck Protection Program (“PPP”) loans to small businesses, which are fully or partially converted into grants under certain conditions.
April 23, 2020
As part of the Paycheck Protection Program (the “PPP”), the CARES Act suspended the ordinary requirement for SBA loans that borrows demonstrate an inability to obtain credit elsewhere. Instead, borrowers are required to certify, which lenders are entitled to rely upon, that “[c]urrent economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant.”
April 13, 2020
On
Thursday April 9, 2020, Treasury Secretary Steven Mnuchin and the Federal Reserve Bank announced creation of a Main Street Business Lending Program to bolster the flow of credit primarily to mid-sized businesses impacted by the coronavirus pandemic.
March 27, 2020
Just after midnight on Wednesday, March 25, 2020, the U.S. Senate passed the ‘‘Coronavirus Aid, Relief, and Economic Security Act’’ or the ‘‘CARES Act’’ (
H.R. 748) after days of intense negotiations. On Friday, March 27, 2020, the U.S. House of Representatives quickly passed the bill and President Trump signed it into law.
March 23, 2020
To date, the governors of a growing number of states have issued orders implementing a variety of state-wide “shutdown” measures intended to slow the spread of COVID-19. Such orders vary from state to state and range from limiting certain gatherings and activity (including the closure of select businesses) to a full “shelter in place” order.
March 23, 2020
The Internal Revenue Services has published
Notice 2020-18 (the “New Notice”), which supersedes Notice 2020-17.
March 20, 2020
The U.S. Small Business Administration's (“SBA”) Economic Injury Disaster Loan (“EIDL”)
program provides low interest loans to small businesses suffering substantial economic injury as a result of the Coronavirus.
The small business or private non-profit must have its principal office located in a state that has been declared a disaster area, which, currently, include D.C., Delaware, Maryland, Pennsylvania and Virginia. Loans under the EIDL program are for up to $2,000,000 with interest rates capped at 3.75% for small businesses, and 2.75% for private non-profits. Loan proceeds may be used to pay fixed debts, payroll, accounts payable and other bills that can’t be paid because of Coronavirus’s impact.
March 18, 2020
We have received inquiries about the possible extension of tax payment and tax filing deadlines in response to Covid-19, as well as some misstated rumors. This client alert is intended to clarify the current state of tax payment and filing deadlines at the federal level and at the Maryland level.
July 30, 2019
“Good things come to those who wait…”
At long last,
on April 17, 2019, Treasury released its second set of proposed regulations providing guidance on Opportunity Zones. (Available
here). These proposed regulations answer some questions about how operating businesses can take advantage of the Opportunity Zones. Of particular note and as highlighted below, Treasury provided much needed guidance and flexibility regarding leased property.
March 13, 2019
The 2017 Tax Cuts and Jobs Act established the Qualified Opportunity Zone program to provide a tax incentive for private, long-term investment in economically distressed communities (Sections 1400Z-1 and 1400Z-2 of the Internal Revenue Code). Investors in these programs can defer and, potentially, reduce tax on short or long term capital gains (“Gains”) by investing in a Qualified Opportunity Zone Fund (an “OZ Fund”).
August 17, 2018
As a result of the Bipartisan Budget Act (“BBA”) enacted in 2015, beginning this year partnership audits (which means the audits of any entity taxed as a partnership for federal income tax purposes, most typically limited liability companies (“LLCs”) and limited partnerships) will be governed by the IRS’s newly centralized audit regime. Considering how many franchisees and franchisors are LLCs and are treated as partnerships for tax purposes, these new rules demand the attention of people involved in franchising, real estate and many other business ventures.
August 10, 2018
On June 21, 2018, the Supreme Court issued its opinion in South Dakota v. Wayfair, Inc., overturning Quill Corp. v. North Dakota, 504 U.S. 298 (1992) and National Bellas Hess v. Illinois, 386 U.S. 753 (1967), and ushering in a new paradigm for sales tax nexus. Ultimately, the court held that the physical presence rule as refined in Quill was unsound and incorrect and that states may charge sales tax on purchases from out-of-state sellers that do not have a physical presence in the taxing state, so long as the seller has “substantial nexus” with the taxing state.
June 13, 2018
The Tax Cuts and Jobs Act created Section 4960 of the Internal Revenue Code that imposes a new 21% excise tax on certain tax-exempt entities (including any organization exempt under Section 501(c), (d), 401(a) or 115) on (i) the annual compensation (including benefits and deferred compensation) paid to its five (or more) highest-paid employees in excess of $1,000,000 and (ii) excess parachute payments paid to the same class of employees.
NEWSLETTERS
August 13, 2020
Interpreting Force Majeure in the Era of COVID-19
Whiteford's COVID-19 Resource Page
Are YOU Ready for Your PPP Forgiveness Application?
Associations Creating Community Podcasts - Globally
Recent Presentations
Announcements
June 24, 2020
Life in a Virtual (Legal) World
Maryland’s SALT Deduction Cap Workaround
PRESENTATIONS
June 15, 2020
On this webinar for Baltimore-based small and minority–owned businesses, we address PPP compliance and what documentation and action is needed to protect the forgiveness of the PPP loan.
September 13, 2019
Jordan Halle and Phil Bogart discuss the various types of business entities, general governance and ownership principles, and the pros and cons of choosing an entity type for a given purpose. The discussion also includes the federal income tax aspects of these entity types.
