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52 articles

Earnouts in M&A: Bridging the Valuation Gap Without Walking Into a Lawsuit

About one third of 2024 private-target M&A deals included an earnout, and median earnout potential rose to roughly 43% of the closing payment. This guide explains contingent purchase price structure, Section 453 installment-sale tax mechanics, the compensation-versus-purchase-price trap, and the recurring drafting mistakes behind six of the last seven major Delaware decisions favoring sellers.

ERISA Fiduciary Duties for 401(k) Plan Sponsors: Personal Liability and the 3(38) Investment Manager

ERISA Section 409 imposes personal liability on 401(k) plan fiduciaries, and the corporate veil does not shield small business owners. This guide explains the prudent-expert standard, the Tibble v. Edison duty to monitor, and how hiring a Section 3(38) investment manager shifts investment discretion — and most related liability — away from the plan sponsor.

IOLTA Trust Accounting for Law Firms: How Three-Way Reconciliation Prevents Disbarment in 2026

IOLTA violations triggered 1,247 attorney discipline cases in 2025. As twelve states adopt a 30-day reconciliation deadline on July 1, 2026, this guide walks through how three-way reconciliation works, the workflow that keeps individual client ledgers tied to the bank balance, and the mistakes that most often end legal careers.

Representations and Warranties Insurance in Middle-Market M&A: Coverage, Claims, and Costs in 2026

A practitioner's guide to representations and warranties insurance (RWI) for middle-market M&A in 2026 — how buy-side and sell-side policies work, premiums around 2.5–3% of limit with retentions near 0.5%, the top breach categories driving claims, and when traditional escrow still wins.

Section 162(m) and the $1 Million Cap: Why Your Covered Employee List Is About to Get a Lot Longer in 2026

Section 162(m) caps a public company's federal deduction for executive pay at $1 million per person. Starting in 2026, OBBBA aggregates compensation across the IRC § 414 controlled group — including partnerships and LLCs — and the ARPA expansion adds the five highest-paid employees to the covered list in 2027.

Section 6694 Tax Preparer Penalties: How Unreasonable Positions, Willful Conduct, and Section 6695 Due Diligence Failures Cost CPAs and EAs Real Money

Section 6694 imposes preparer penalties of $1,000 or 50% of fees for unreasonable positions, escalating to $5,000 or 75% for willful or reckless conduct. Section 6695(g) adds roughly $650 per EITC, CTC, AOTC, or head-of-household failure on every return. Here is how CPAs and EAs document, disclose, and defend their way out of them.

Corporate Transparency Act in 2026: FinCEN BOI Filing Rules After the Domestic Exemption

FinCEN's March 2025 interim final rule narrowed the Corporate Transparency Act so U.S.-formed entities no longer file BOI reports, but foreign-formed entities registered in U.S. states still must file within 30 days, and New York's LLC Transparency Act took effect January 1, 2026 for foreign LLCs authorized to do business there.

EPLI Insurance for Small Businesses: Why a Five-Person Team Can Still Get Hit with a Six-Figure Discrimination Claim

Employment Practices Liability Insurance costs small businesses roughly $800 to $3,000 a year, but a single uncovered discrimination, harassment, or wrongful termination claim averages $80,000 in defense costs—here is what EPLI covers, how carriers price it, and how to buy it without overpaying.