| Table of cases |
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xvi | |
| Table of legislation |
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xix | |
| 1 The Many Roles Of The Family Business Adviser |
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1 | (13) |
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A Characteristics Of A "Family Business" |
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1 Corporate Culture And Family Values |
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2 Profile Of The American Family Business |
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B Recognizing Owners' Goals |
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1 Financial Security For The Family |
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2 Family Business As A Legacy |
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4 Perpetuation Of The Business |
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C Importance Of "Soft" Issues |
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D Four Phases In Resolving Problems |
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E Recurring Planning Issues |
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3 Power Struggles, Squeezeouts, And Deadlocks |
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4 Protection Of Minority Shareholders |
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5 Compensation Techniques |
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12 Life Insurance Planning |
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F Overcoming The Client's Reluctance To Engage In Planning |
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| 2 Understanding Family Business |
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14 | (21) |
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A Why Family Businesses Are Different |
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E Family Systems Versus Business Systems |
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1 Decision-Making Process |
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2 Participation In The Business |
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I Intervention To Solve Serious Problems |
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1 Recognizing Serious Problems |
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2 Goals If Intervention Is Appropriate |
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| 3 Family Issues In Family Business Operations |
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35 | (45) |
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B Addressing "Soft Issues" |
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C Critical Moments In The Life Of The Business |
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D Appreciating The Family Business Culture |
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4 Cash Needs And Compensation Policy |
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5 Disability Expectations |
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6 Family Personality Conflicts |
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H Anticipating Marital Problems |
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2 Impact On The Individuals |
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5 Validity Of Prenuptial Agreements |
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6 Features Of Prenuptial Agreements |
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7 Other Techniques To Protect The Business |
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1 Problems Employing Relatives |
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2 Employing Younger Family Members |
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3 Employing Older Family Members |
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3 Family Meetings And Retreats |
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5 Family Mission Statement |
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8 Alternative Dispute Resolution For Family Disputes |
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9 Resolving Disputes Through Mediation |
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| 4 Dealing With Power Struggles And Protecting Minority Shareholders |
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80 | (37) |
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B Underlying Reasons For Power Struggles |
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1 Lack Of Planning And Professional Advice |
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1 Lack Of Succession Plan |
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6 Personal Ambitions And Self-Interest |
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7 Lack Of Professional Management |
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10 Philosophical Differences |
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1 Eliminating Participation On Board Of Directors |
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3 Excluding Relatives From Employment |
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4 Redeeming Majority Shareholders' Stock |
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5 Improper Use Of Business Assets |
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6 Loans, Sales, And Leases |
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G Solutions - Preventative Planning |
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I Protecting Minority Shareholders |
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1 Family Minority Shareholder |
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2 Non-Family Minority Ownership |
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3 Lack Of Transferability |
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4 Fiduciary Duty Of Majority Shareholders |
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1 Board Or Shareholder Approval |
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4 Prohibition On Transfer To Specific Party |
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L Validity Of Restrictions |
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M Mechanics Of Restricted Stock |
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N Restrictions In Buy-Sell Agreements |
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O Other Devices To Protect Minority Shareholders |
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2 High Quorum Requirements |
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P Voting And Trust Agreements |
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1 Traditional Voting Agreements |
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4 Involuntary Dissolution |
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4 Impact On Estate Planning |
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| 5 Creative Compensation Techniques For Family Businesses |
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117 | (51) |
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B Family Businesses Versus Other Businesses |
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1 Compensating Family Executives |
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2 Compensating Non-Family Executives |
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3 Financial Statement Issues |
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D Tax Considerations - Overriding Goals |
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E Tax Considerations - Benefit Of Capital Gains Rates |
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F Tax Considerations - Fica And Medicare Tax Planning |
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3 Stock Compensation - Restricted And Unrestricted |
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5 Stock Appreciation Rights |
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H Income And Payroll Tax Issues |
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1 Unreasonable Compensation |
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4 The Interaction Of Compensation And The Qbid |
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2 Stock Bonus For Family Members |
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3 Deferred Compensation For Children While Parents Own The Company |
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4 Fica And Other Payroll Tax Planning |
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5 Planning With Non-Statutory Options In S Corporations |
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6 Compensation With Insurance |
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8 State And Local Taxation Of Deferred Compensation For Retiring Owners |
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9 Separate Companies For Children And/or Executives |
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| 6 Creative Retirement Planning For Family Business Owners And Their Families |
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168 | (39) |
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C Qualified Versus Non-Qualified Plans |
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1 Comparison Of Tax Situation With And Without Qualified Plans |
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1 Benefits Of Non-Qualified Plans |
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2 Disadvantages Of Non-Qualified Plans |
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6 Common Names To Identify Non-Qualified Plans |
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F Special Considerations With Multiple Family Members Or Related Entities |
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3 Businesses Under Common Control |
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4 Affiliated Service Groups |
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5 Leased Employees, Owners And Directors |
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2 Skewing Benefits Toward Family Owners |
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3 Creative Uses In Family Succession, Buyouts, And Wealth Transfer To Children |
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1 Tax Effect Of Combined Income And Estate Taxes |
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2 Beneficiary Designations |
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3 Survivors' Rights In Pension Plans |
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6 Estate Planning And Pension Plans |
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I Stretching Out Distributions |
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1 Income Taxation Of Retirement Income |
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3 Long-Term Capital Gain Treatment |
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4 Roth Ira, Roth 401(k), And Conversions To Roth IRA |
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K Special Problems In Planning |
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1 Estates With Large Qualified Plan Assets |
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2 Impact Of Family Attribution |
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| 7 Solving Problems In Succession Planning For Family Businesses |
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207 | (23) |
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C Four Questions For The Client |
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D Understanding Family Dynamics |
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E Selecting The Successor |
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F Consequences Of Failing To Plan Ahead |
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G Developing A Formal Succession Plan |
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H The Founder's Post-Succession Role |
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| 8 Creative Estate Planning Techniques For Business Owners And Their Families |
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230 | (44) |
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B Unique Aspects Of Family Business Interests |
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C Combining Aspects Of Estate Planning, Transfer Planning, Financial Planning, Retirement Planning, Asset Protection Planning, And Income Tax Planning |
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1 Issues Covered In Other Chapters |
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D Overview Of Estate Planning |
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2 The Transfer Tax Calculation |
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3 What Is Included In The Estate |
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4 Deductions In Arriving At The Estate Tax |
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7 Deduction For Losses And Expenses Of Administration |
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F Creative Estate Tax Planning Techniques That Family Business Owners May Utilize |
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1 Subtraction Method Of Valuation And Its Use In Various Estate Planning Techniques |
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J Generation-Skipping Transfers |
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2 Judicious Use Of The Generation-Skipping Tax Exemption |
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4 Other Transfers Not Subject To Marital Deduction |
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K Taxable Versus Non-Taxable Gifts |
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M Family Limited Partnerships, Grantor Retained Annuity Trusts And Qualified Personal Residence Trust |
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1 Philanthropic Funds And Donor-Advised Funds |
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3 Charitable Remainder Annuity Trusts |
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4 Charitable Remainder Unitrusts |
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| 9 Special Problems In Implementing Intra-Family Transfers |
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274 | (34) |
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D Risks In Intra-Family Transfers |
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I Freezing The Value Of Senior Interests |
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J Outright Sales And Installment Sales And Self-Canceling Installment Notes |
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L Self-Canceling Installment Notes |
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N Interaction Of Income Tax And Transfer Taxes |
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O Grantor Retained Annuity Trusts |
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P Sale To Defective Grantor Trust |
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Q Charitable Remainder Trusts |
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R Unitrusts Versus Annuity Trusts And Variations |
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S Family Limited Partnerships |
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U Corporate Redemptions To Shift Control |
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W Special-Use Valuation: Section 2032A |
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X Employee Stock Ownership Plans |
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1 Planning With S Corporation ESOPs |
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Y Intra-Family Buy-Sell Agreements |
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AB Wealth Transfer Through New Company Formation |
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| 10 Creative Techniques To Provide Estate Liquidity |
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308 | (23) |
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A Causes And Consequences Of Illiquidity |
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C Life Insurance Planning |
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E I.R.C. Section 6161: 12-Month Extension To Pay Estate Tax |
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F I.R.C. Section 6166: Ten-Year Extension To Pay |
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G I.R.C. Section 6166: Overview |
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J Meeting The 35 Percent Test |
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K Calculation Of The Deferral |
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N Withdrawals And Dispositions |
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O The Need For Advance Planning |
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Q Section 303 Redemptions |
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R Income Tax Consequences |
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W Using Life Insurance To Fund The Redemption |
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| 11 Valuation Techniques And Strategies To Minimize Taxes On Family Businesses |
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331 | (29) |
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B Purpose Of The Valuation |
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2 Publicly Traded Vs. Closely Held Corporations |
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3 Strategies For Valuation Reports |
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1 Concept Of The Willing Buyer And Willing Seller |
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2 Eight Valuation Factors |
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3 Practicality Of Comparing Private And Public Companies |
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4 Effects Of Bona Fide Offers And Recent Transactions On Valuation |
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5 Effect Of Industry Rule-Of-Thumb Valuations |
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6 Potential Whipsaw-Control Premium |
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7 Limitation On Discounts - The Willing Seller |
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1 Effect Of Capital Gains And Built-In Gains Taxes On Valuation |
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2 Range Of Discounts, Expected IRS Reactions |
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F Planning Opportunities And Issues |
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2 Family Limited Partnerships Restrictions Affecting Valuation |
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3 Lapsing Restrictions - I.R.C. Section 27048 |
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5 IRS Attack Of Discounts Under I.R.C. Section 2036 |
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6 FLP Court Cases Under A Variety Of Theories |
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| 12 Creative Life Insurance Planning For Family Businesses |
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360 | (45) |
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2 Disability And Waiver Of Premium Riders |
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D Reviewing Life Insurance Proposals |
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3 Vanishing Premium And Single Premium |
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5 "Skinny Universal Life" |
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8 Loaded Versus No-Load Policies |
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E Purposes Of Life Insurance |
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3 Funding A Buy-Sell Agreement |
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7 Provide For Family On Premature Death |
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8 Leveraged Charitable And Family Gifting |
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F Financing The Purchase Of Life Insurance |
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2 Split-Dollar Arrangements |
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3 Use Of Qualified Plan Money |
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G Overview Of Tax Aspects Of Life Insurance |
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3 Non-Deductability Of Premiums |
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H Creative Planning Ideas |
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1 Use Of Irrevocable Life Insurance Trust (ILIT) |
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2 Use Of Partnership To Hold Insurance |
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3 Structuring Buy-Sell Arrangements |
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4 Avoidance Of The Three-Year Rule |
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5 Intergenerational Split-Dollar To Reduce Estate Tax |
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6 Life Insurance In Qualified Plans |
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7 Removing Life Insurance From A Corporation Or Other Entity |
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11 Life Insurance On Multiple Lives |
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| 13 Financing Problems And Issues |
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405 | (25) |
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B Financing On Formation Of The Entity |
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2 Investment Company Rules |
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3 Small Business Corporation Tax Rules |
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5 Loans From Shareholders And Family |
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C Financing Day-To-Day Operations |
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1 Difficulty In Accumulating Capital |
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D Sources Of Capital For Expansion And Buy-Out |
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2 Selling Off Unneeded Assets |
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3 Bringing In A New Partner |
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5 Government Loan Programs |
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7 Use Of Employee Stock Ownership Plans |
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| 14 Income Tax Planning Opportunities For Family Businesses And Owners |
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430 | (40) |
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B Interrelationship Of Business And Individual Planning |
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4 Limited Liability Companies |
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5 Corporate General Partners |
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6 "Check-The-Box" Regulations |
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7 Other Business Trust And Tax-Exempt Entities |
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8 Qualified Business Income Deduction (QBID) |
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1 Active Versus Inactive Owners |
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2 Disproportionate Allocations Of Profits |
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3 Estate Planning Considerations |
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4 Salaries Versus Distributive Share Of Profits |
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E Changes In Form Of Entity |
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3 Limited Liability Company Or Partnership To |
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F Selection Of Accounting Periods And Methods |
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1 Income Shifting Among Family Members |
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2 Using The C Corporation For Tax Shelter |
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3 Multiple Entities For The Best Of All Worlds |
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4 Planning With The Selections Of The Accounting Methods |
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5 Management And Related Companies |
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7 Medical Reimbursement Plans |
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8 Interest Charged Domestic International Sales Corporation |
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9 Employing Minor Children |
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| 15 Negotiating The Tax Code's Related-Party Rules |
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470 | (31) |
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C Transactions Between Spouses |
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1 Related-Party Installment Sales Of Depreciable Property |
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E Capital Gain Versus Ordinary Income |
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F Loss Transactions Between Related Parties |
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G Accrued Expenses Between Related Parties |
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H Compensating Family Members |
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I Taxation Of Regular Corporations And Their Shareholders |
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J Anti-Churning And Other Rules |
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K Chapter 14 Valuation Rules |
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M Sales Of Passive Activities To Related Parties |
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N Employee Stock Ownership Plans |
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| 16 Comprehensive Case Study |
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501 | (30) |
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C Considerations In Start-Up |
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1 Options For Selection Of Entity |
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D Selection Of Fiscal Year |
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E Selection Of Accounting Method |
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F Building A Business And Building Wealth |
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1 Retirement Plans For Wealth Building |
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G Tom Goes To Work Elsewhere - Tina Joins The Family Business |
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2 Next Phase Estate Planning |
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3 Asset Allocation/portability |
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4 Anticipating Future Increases |
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H Good Fortune And Larger Problems |
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I Planning For The Large Estate |
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1 Survey Of Additional Planning Ideas |
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5 Combining A Private Annuity And A GRAT |
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7 Private Foundations And Supporting Organizations |
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J Practical Business Planning |
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2 Bringing Children Into The Business |
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K Considerations For Tom And Tina |
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L Liquidity And Payment Of Estate Tax |
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| Index |
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531 | |