Leaving Behind Liabilities in an Asset Purchase – Watch out for the De Facto Merger Doctrine

Asset Protection, Business Transactions, Current Events

Those of us who handle acquisition transactions can take for granted that asset acquisitions avoid the buyer assuming unintended liabilities of the seller. As a general rule, acquisitions of an entity’s equity cause the buyer to take any liabilities of the business conducted by the entity. However, asset acquisitions generally allow the buyer to selectively…
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Tax Court Denies Deduction for Business Expenses of Operating a Marijuana Dispensary

Income Tax, Tax, Tax Controversy

In a recent opinion, the Tax Court held that business expenses of a medical marijuana dispensary in California were not deductible for federal income tax purposes. Richmond Patients Group (“Richmond”) sought to deduct its business expenses including compensation to officers, wages, rent, taxes and licenses, and other business related expenses, but the Tax Court denied the…
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