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Legal
Legal considerations for business finance and accounting compliance
First-Party vs. Third-Party Special Needs Trusts: SSI, Medicaid, and the Payback Rule
How first-party (d)(4)(A) and third-party special needs trusts differ — funding sources, the Medicaid payback rule, sole-benefit constraints, the 2024 ISM food change, and the 2026 ABLE age expansion — for families protecting a disabled beneficiary's SSI and Medicaid eligibility.
Regulation D Rule 506(b) vs Rule 506(c): How Founders Pick Between the Quiet Round and the Public Pitch in 2026
Rule 506(b) and Rule 506(c) of Regulation D both allow uncapped private placements but differ sharply on marketing and verification. 506(b) bans general solicitation and permits up to 35 sophisticated non-accredited investors on a reasonable-belief standard; 506(c) permits public solicitation but requires reasonable steps to verify every purchaser is accredited. A March 2025 SEC no-action letter lets issuers rely on $200,000+ individual or $1 million+ entity minimum checks as the primary verification step.
SEC Cybersecurity Incident Disclosure: Hitting the Four-Business-Day Clock on Item 1.05 in 2026
A 2026 operating guide to SEC Item 1.05 Form 8-K cybersecurity disclosure — when the four-business-day clock starts, how to make the materiality call without unreasonable delay, when the Attorney General can grant a delay, the Item 1.05 vs. Item 8.01 trap, and what Regulation S-K Item 106 requires in your annual 10-K.
Innocent Spouse Relief: How Form 8857 Unwinds Joint Tax Liability After Divorce
Form 8857 lets a spouse seek relief from joint tax liability under IRC Section 6015. This guide walks through the two-year deadline, the three relief categories—traditional, separation, and equitable—and how divorced, separated, or abused taxpayers build a record that survives IRS and Tax Court review.
Innocent Spouse Relief: A Guide to Form 8857 and Section 6015
Innocent spouse relief under IRC Section 6015 lets divorced or separated taxpayers escape joint liability for a spouse's tax misconduct via Form 8857. This guide covers the three types of relief—traditional, separation of liability, and equitable—plus deadlines, evidence requirements, and the common reasons the IRS denies claims.
OFAC Sanctions Compliance for Small Businesses: SDN Screening, the 50% Rule, and Voluntary Self-Disclosure
OFAC enforcement now targets fintech, crypto, real estate, and small e-commerce firms with civil penalties up to $377,700 per violation. A practical guide to SDN list screening, the 50 percent ownership rule, voluntary self-disclosure under the 2026 portal, and the five-pillar compliance program Treasury expects from any company touching cross-border money.
Section 199A SSTB Limitation: Why High-Earning Doctors, Lawyers, and Consultants Lose the 20% QBI Deduction
Section 199A's 20% QBI deduction phases out entirely for high-income doctors, lawyers, consultants, and other specified service trades or businesses (SSTBs) — costing a married surgeon at $700,000 of K-1 income roughly $52,000 a year. This guide covers the 2026 income thresholds (~$394,600 MFJ phase-in, ~$544,600 fully phased out), the de minimis safe harbor at 10% / 5% of receipts, the anti-"crack and pack" rules under Reg. §1.199A-5(c)(2), and practical strategies like defined-benefit plans and W-2 wage planning to preserve the deduction.
Section 199A's SSTB Cliff: Why Doctors, Lawyers, and Consultants Lose the 20 Percent QBI Deduction
Section 199A's SSTB rule denies the 20 percent qualified business income deduction to high-earning doctors, lawyers, consultants, and financial advisors. In 2026 the joint-filer phase-out runs from $403,500 to $553,500, and OBBBA added a permanent $400 minimum deduction for active business owners.
The 90-Day Letter: How Small Businesses Can Fight an IRS Notice of Deficiency in Tax Court
A statutory notice of deficiency gives a small business owner exactly 90 days to petition the U.S. Tax Court — the only path to challenge an IRS adjustment without paying first. This guide explains CP3219A, the Section 6213 deadline, the $50,000 small tax case election, and the records that decide outcomes.
The 90-Day Letter: How Small Businesses Challenge IRS Audit Findings Without Paying First
A Statutory Notice of Deficiency gives a small business 90 days to petition the U.S. Tax Court before the IRS assesses additional tax. This guide explains the CP3219A deadline, Form 5564 waiver, S-case election, and the four realistic responses every owner should weigh.
FLSA Exempt vs. Non-Exempt in 2026: The $684 Salary Floor and the Three-Part Test
After the 2024 overtime rule was vacated, the FLSA white-collar salary threshold remains $684 per week ($35,568 per year) in 2026. This guide walks employers through the salary basis, salary level, and duties tests, the safe harbor under 29 CFR 541.603(d), state thresholds that override the federal floor, and the financial exposure of misclassification.
Form I-9 and E-Verify Compliance: ICE's March 2026 Fact Sheet and the New Penalty Math
ICE's March 16, 2026 fact sheet reclassifies common Form I-9 errors as substantive violations with no cure period. Paperwork penalties now run $288 to $2,861 per form, and a 500-employee company with a 40% error rate faces six-figure exposure. This guide covers the timing rules, retention windows, E-Verify mandates in eleven states, the alternative procedure for remote verification, and how to run a defensive self-audit.