Technology Law Blog, IT Law & Articles | Foster Swift

What Business Owners Need to Know About the New Tax Law

Michael C. Zahrt, Olivia K. Reid (Law Clerk) — Mon, 06 Oct 2025 09:00:01 -0400

This past July, the One Big Beautiful Bill Act (the “Act”) was enacted, completely altering the landscape of tax and estate planning for business owners. One of the most significant changes? A permanent increase to the federal gift and estate tax exemption.

Yes, you read that right, permanent.

Under the new law, individuals can now transfer up to $15 million tax-free during their lifetime or at death. For married couples, that amount doubles to $30 million. These exemption limits will also increase over time to account for inflation. This is a major shift from past rules that ...

Comparative Summary of Equity Incentive Plans for Private Companies

Nicholas J. Stock II — Wed, 16 Jul 2025 09:00:02 -0400

Equity incentive plans are a powerful tool for encouraging and rewarding a company’s employees and leadership, who may include prospective investors, through different kinds of equity interests and structures. Different structures can present different tax and economic consequences for the company and participants upon grant, vesting, purchase, or later sale.

Closely held businesses vary widely in size, budget, legal and tax structure, sophistication, compensation philosophy, and risk tolerance. Incentive programs therefore also vary widely among closely held and ...

Key Considerations on How to Sell Your Business

Nicholas M. Oertel — Tue, 03 May 2022 09:00:03 -0400

No matter the reason, when selling a business, it is important that the business owner and advisors understand the broader reasons for the sale to ensure that the deal is structured to achieve the seller's goals.

Michigan Launches “Afflicted Business” Grant Program

Taylor A. Gast — Thu, 24 Feb 2022 09:00:04 -0500

Nearly two years after the start of the COVID-19 pandemic, the state of Michigan is continuing to design new programs to help support Michigan businesses that were negatively impacted by the pandemic and resulting economic shutdowns. Beginning March 1, 2022, Michigan will distribute up to $409 million under the new Afflicted Business Relief (ABR) grant program. Eligible businesses can apply beginning March 1, 2022 through March 31, 2022. Grants are not first-come, first-serve, but instead may be prorated depending on the number of eligible businesses that apply.

Do I Need a Private Placement Memorandum to Raise Investment Capital?

Nicholas M. Oertel — Fri, 12 Mar 2021 09:00:05 -0500

The short answer is that it depends, but it is usually advisable and sometimes required. Let’s dig deeper.

Initially, let’s discuss what a PPM is. A PPM is a document that discloses information regarding the company that is seeking to raise investment capital. In some ways, it is like a business plan, but with detailed additions for investment risk factors, securities law provisions, and the proposed terms of investment. PPMs go by a variety of names – including confidential information memorandums (CIMs) and offering memorandums.

Maryland’s Digital Ad Tax: The Next Frontier in State and Local Taxation

Taylor A. Gast — Mon, 22 Feb 2021 09:00:06 -0500

On Friday February 12, the Maryland State Senate voted to override Maryland’s governor to pass a bill creating a tax on annual gross revenues derived from digital advertising services in Maryland. Maryland’s digital advertising tax is the first of its kind in the United States.

A Guide to the Employee Retention Tax Credit: An Alternative to the PPP

Amanda J. Dernovshek, Taylor A. Gast — Thu, 14 May 2020 09:00:07 -0400

For more articles from the June 2020 issue of Business & Tax Law News, click here.

The CARES Act created the Employee Retention Tax Credit (“ERTC”), which is designed to provide financial relief to employers during the COVID-19 pandemic. The ERTC is a refundable tax credit that is credited against an employer’s share of social security taxes for specific wages paid on or after March 12, 2020 and before January 1, 2021. An eligible employer can access ERTC funds by (1) immediately reducing employment tax obligations, (2) applying for an advance payment of the estimated credit, or (3) calculating the final credit amount at the end of the applicable calendar quarter, usually on Form 941. Importantly, an employer that has received a Paycheck Protection Program (PPP) loan cannot also claim the ERTC (unless the employer has repaid its PPP loan by May 14, 2020).

Fiduciary Rule: More Changes Being Considered

Thu, 06 Jul 2017 09:00:08 -0400

The United States Department of Labor (the "DOL") published a request for comment in the Federal Register on July 6 with respect to its often discussed fiduciary rule (the "Fiduciary Rule"). This time, the DOL hopes to clarify uncertainty moving forward, as the Fiduciary Rule and its related prohibited transaction exemptions (the "PTEs") became partially effective on June 9, 2017, and will be fully implemented on January 1, 2018. However, recent events have brought the wisdom of a January 1, 2018 applicability date into question.

Benefit Plans Established by Church Affiliates Are Exempt From ERISA

Tue, 13 Jun 2017 09:00:09 -0400

On June 5, 2017, the United States Supreme Court held that employee benefit plans established by church-affiliated organizations are church plans pursuant to the church plan exemption under the Employee Retirement Income Security Act of 1974 (“ERISA”).

Identity Theft: How to Reduce the Risk and Mitigate the Harm

Mon, 21 Nov 2016 09:00:10 -0500

According to the Department of Justice (the “DOJ”), an estimated 17.6 million Americans aged 16 or older were victims of at least one attempt or incident of identity theft in 2014. Identity theft takes many forms - from stealing someone’s identity to obtain government benefits to creating new financial accounts in another person’s name. The most frequent type of identity theft - 80 percent of all cases according to the DOJ - involves someone trying to take over an existing bank or credit card account. Tax-related fraud is also on the rise.

We are all at risk of identity theft. It seems like a week never goes by without a news report about a data breach at a major retailer or bank. Unfortunately, most people who are victims of identity theft - or suspect they might be - are not aware of the steps they should take to mitigate the harm from the theft.

This article identifies the steps that a person whose social security number is compromised should immediately take upon learning of a problem, as well as actions to take to protect against the risk of identity theft in the future.

Remedying Past Employee/Independent Contract Misclassification Through IRS’s Voluntary Settlement Program

Wed, 25 Nov 2015 09:00:11 -0500

Employee or independent contractor? It’s a legal distinction that has significant implication for both workers and employers. Take ride-sharing service Uber, for example. It’s now defending a class action lawsuit filed by its drivers who claim they are misclassified as independent contractors. Should plaintiffs be successful, they may be entitled to damages including reimbursement for expenses they incur, such as gas and vehicle maintenance.

Forming a Business Entity

Joel C. Farrar — Fri, 02 Oct 2015 09:00:12 -0400

Why should someone form a business entity? The main reason is to protect themselves from personal liability. Other benefits include attracting investors, marketing the company, maybe saving in taxes and helping to sell or transfer the company to a third party or other family members. Learn more about business entities and the benefits of forming a business entity in the short video clip below.

Foster Swift business attorneys realize entrepreneurs and business owners have many legal questions so we've developed a library of short videos to provide basic legal information on some of the more frequently asked questions. Click here to view our video library.

File Tax Returns Early: IRS Releases Information on Tax-related Identity Fraud

Fri, 27 Feb 2015 09:00:13 -0500

Have your filed your individual tax return? Be sure to read the blog post, "One Reason You May Want to File Your Tax Return Early this Year: Identity Theft," on Foster Swift's Tax Law Blog and file early this year.

Tax Write-Off for Film Producers Renewed

Mon, 22 Dec 2014 09:00:14 -0500

As part of the recent tax bill, Section 181 of the U.S. Tax Code was renewed allowing a 100 percent tax write-off for the first $15 million of the cost of producing a film in the U.S.

Kickstarter and Crowdfunding can provide much needed business funds – and a big tax bill

Nicholas M. Oertel — Fri, 19 Sep 2014 09:00:15 -0400

Kickstarter is a crowdfunding platform for creative projects. It has helped a wide range of people fundraise to help finance a variety of projects. Often time people overlook the tax implications to successful Kickstarter campaigns.

Are Large High-Tech Companies Shirking Tax Responsibilities? A Recent Study Suggests Just That

Thu, 19 Apr 2012 09:00:16 -0400

A recent report, "Tech Untaxed," published by The Greenlining Institute, shows that some of the nation's largest high-tech companies (Apple, Microsoft, and Google, to name a few) are paying significantly lower effective tax rates even as their yearly profits rise.

Michigan Sales Tax on Internet Retailers...Possibly

Nicholas M. Oertel — Tue, 03 Apr 2012 09:00:17 -0400

The applicability of sales tax in Internet transactions is a contentious issue in the state tax arena. Many Internet retailers do not collect sales tax on their sales unless they have a physical presence in a state. As a result, states have alleged that they are losing millions in tax dollars and brick-and-mortar retailers are operating at competitive disadvantages to their online competitors that do not impose sales tax. Although states have encountered Constitutional difficulties in taxing out-of-state retailers, the pendulum may be swinging in favor of the states.

Sales Tax And The Internet Marketplace

Nicholas M. Oertel — Thu, 28 Jul 2011 09:00:18 -0400

The applicability of sales tax in Internet transactions is in the spotlight and one of the most contentious issues in the state tax arena. With states strapped for cash, some legislatures are focusing on a perceived subsidy that benefits Internet retailers to the detriment of "brick-and-mortar" retailers. Case and point, when you travel to the mall and buy the latest Harry Potter book, sales tax will be charged. However, order that same book via an Internet retailer, such as Amazon.com, and no sales tax is charged. So what gives?

The Taxation of Cloud Computing: Proposed Guidance

Nicholas M. Oertel — Tue, 24 May 2011 09:00:19 -0400

Cloud computing and its various delivery methods continue to grow at an impressive rate. A potent example of this growth is "software as a service," or SaaS, a product that allows consumers to access software remotely over the Internet for a fee. For example, Google Docs, Google’s “software as a service” office suite, allows users to create documents, presentations, and spreadsheets via software stored remotely on Google’s servers.