Mike Thrift
Marketing Manager
Personal Goodwill in M&A Asset Sales: How Martin Ice Cream and Norwalk Help Owners Avoid Double Taxation
Personal goodwill, anchored in the Martin Ice Cream and Norwalk Tax Court decisions, lets closely held C corporation owners shift a portion of an asset-sale price out of the corporate tax layer and onto the shareholder as long-term capital gain. This guide explains the doctrine, when it works, the documentation that survives an IRS audit, and the mistakes that have sunk allocations.
Personal Holding Company Tax Under Section 541: The 20% Surtax That Quietly Ambushes Closely-Held C Corporations
Section 541 layers a 20% federal surtax on closely-held C corporations that fail both the stock ownership and 60% passive income tests. This guide walks through Schedule PH mechanics, the dividends-paid deduction, and four ways — cash, throwback, consent, and deficiency dividends — to zero out the tax before it hits.
Pooled Employer Plans (PEPs): How Small Businesses Share a 401(k) and Cut Costs Under SECURE Act 2.0
Pooled Employer Plans let unrelated small businesses share a single 401(k) under SECURE Act 2.0, cutting all-in fees from roughly 0.80% to 0.35% and shifting plan-document, investment, and Form 5500 duties to a Pooled Plan Provider while leaving employers with a narrow duty to prudently select and monitor the PPP.
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.
Sales Tax on SaaS, Streaming, and Digital Goods in 2026: A State-by-State Compliance Survival Guide for Software Vendors
By 2026, sales tax on SaaS and digital goods splits into three legal routes—tangible property, taxable service, or nontaxable intangible—plus a true-object test that turns on customer intent. This guide covers the 2026 Illinois, Maine, and D.C. changes, economic nexus thresholds, and when a voluntary disclosure agreement beats direct registration.
Schedule F Survival Guide: Crop Insurance Deferral, Section 1033(e) Livestock Sales, and Schedule J Income Averaging
Schedule F farm tax elections explained — crop insurance deferral under Section 451(f), weather-forced livestock replacement under Section 1033(e), Section 175 conservation deductions, the Section 464 prepaid-supply cap, the March 1 estimated-tax rule, and Schedule J three-year income averaging — with rules, deadlines, and worked examples.
Schedule F: Farm Tax Reporting, Disaster Deferrals, and Income Averaging Explained
A practical walkthrough of Schedule F for farmers and ranchers, covering crop insurance deferral under Section 451, weather-related livestock relief (Section 451(g) and 1033(e)), Section 175 soil and water conservation deductions capped at 25% of farm gross income, Section 179 and bonus depreciation, and Schedule J income averaging using elected farm income across three base years.
Schedules K-2 and K-3 in 2026: The Domestic Filing Exception, the 1-Month Deadline, and the Foreign Tax Credit Trap
Schedules K-2 and K-3 pulled even purely domestic partnerships and S-corps into international tax reporting starting in 2021. This guide explains the 2026 filing rules, the four-condition domestic filing exception, the January 15 partner notification and February 15 1-month K-3 request deadlines for calendar-year filers, the $250,000 small entity carve-out added in 2024, and the per-partner, per-month penalty math for non-compliance.
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.
The $2 Million Mistake: Why Gifting Appreciated Stock to Your Kids Can Be Worse Than Doing Nothing
A practical guide to Section 1015 carryover basis versus Section 1014 stepped-up basis, the dual basis trap for depreciated assets, and the 2026 decision framework for whether to gift appreciated property now or hold until death under the permanent $15 million exemption.
Section 1256 Contracts and the 60/40 Tax Rule: A Trader's Guide to Form 6781
Section 1256 splits gains on futures, broad-based index options, and qualifying forex 60% long-term and 40% short-term, capping the top federal rate near 26.8% versus 37% on equity options. A 2026 guide to Form 6781, the mark-to-market rule, and the three-year loss carryback.
Section 165(i) Disaster Loss Election: How Homeowners and Small Businesses Pull Casualty Refunds Forward One Year
Section 165(i) lets disaster-affected taxpayers deduct a current-year casualty loss on the prior year's return, turning an 8-to-16-week refund into rebuild cash. A practical guide to Form 4684, the six-month election deadline, the 2026 OBBBA changes, and the recordkeeping that holds up under IRS audit.