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When equity interests in a passthrough entity are sold, such transaction documents are often described as “partnership interest purchase agreements,” “membership interest purchase agreements” or “equity purchase agreements.” However, under U.S. federal income tax rules, a transaction that is legally structured as an equity purchase can sometimes be treated (in whole or in part) as an asset purchase—whether by default, election or sometimes as the result of post-closing actions.

Occasionally, this discrepancy is overlooked until just before closing, which…
Continue Reading Equity Transaction or Asset Transaction? Looks May Be Deceiving

On April 2, President Trump issued a new presidential proclamation adjusting his earlier issued section 232 tariffs on steel, aluminum, copper, and their respective derivative products. The changes went into effect on April 6 and alter how these tariffs are assessed and calculated.
Key Changes to Section 232 Tariffs
The “adjustments,” which are specifically provided in the accompanying Annexes I-A, I-B, II, III & IV, provide as follows:

  • Articles made entirely or almost entirely of aluminum, steel, or

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Continue Reading Trump Overhauls Section 232 Tariffs on Steel, Aluminum, and Copper

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A significant development to Wisconsin’s economic and cultural policy is now underway, as Governor Tony Evers announced on February 17, 2026, the launch of the state’s new film production tax credit program and the establishment of a dedicated state film office. As part of the 2025-27 biennial budget, the state authorized up to $5 million in annual tax credits designed to incentivize film, television, documentary, and related production activity within Wisconsin. The program, administered by Film Wisconsin under the…
Continue Reading Wisconsin Incentivizes ‘Closing Credits’ by Opening New Tax Credits for Filmmakers

A major shift in federal tax law now allows innovative businesses to deduct many domestic research and experimental costs immediately.  The One Big Beautiful Bill Act of 2025 (the “OBBB”) created new Internal Revenue Code (“IRC”) §174A, permitting full first‑year expensing of domestic “research and experimental” costs for tax years beginning after Dec. 31, 2024.

Alternatively, taxpayers may elect to amortize those domestic “research and experimental” costs over a period of not less than 60 months. This reverses the…
Continue Reading New Federal Research Tax Credit Rules: How Increasing Research Activity Can Benefit Innovators From the One Big Beautiful Bill Act

U.S. Customs and Border Protection (CBP), in response to an order issued by the Court of International Trade (CIT), proposed on March 6 an administrative process to refund tariffs imposed by President Trump.
As we previously reported, on February 20, 2026, the Supreme Court ruled that the Trump administration’s use of the International Emergency Economic Powers Act (IEEPA) was unconstitutional. As a result of that decision, the case was kicked back to the CIT to address the refund…
Continue Reading Trump Tariffs: CBP Proposes Refund Process Following Court of International Trade Order

On July 3, 2025, Congress passed the One Big Beautiful Bill Act (“OBBBA”). This legislation was officially signed into law on July 4, 2025, and makes permanent a number of provisions first introduced in the 2017 Tax Cuts and Jobs Act (TCJA). Below are some of the highlights from the OBBBA as they pertain to estate planning and personal tax strategies.
Gift and Estate Tax Exemption
Under the TCJA, the estate and gift tax exemption amounts were increased, with

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Continue Reading Tax Changes Under the OBBBA Relevant to Estate Planning

The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, by President Trump. OBBBA represents a significant recalibration of the federal tax framework with direct and lasting consequences for estate planning.

At its core, OBBBA extends or makes permanent many of the tax cuts originally enacted under the Tax Cuts and Jobs Act of 2017 (TCJA), but stopping there misses the point. OBBBA not only locks in the TCJA’s framework – it adds additional

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Continue Reading The Impact of the One Big Beautiful Bill Act on Estate Planning

It is February 2026. Tax season is underway, and like most people, you are gathering W-2s, 1099s, and receipts, trying to make sure nothing important is missing before your return is filed.

Every What many people do not realize is that this same stack of tax documents also provides one of the clearest snapshots of their financial life they will see all year. From an estate planning perspective, that snapshot is invaluable.has its own rhythm, milestones and turning points.
Continue Reading More than a Refund: The Strategic Link Between Tax Season and Estate Planning

On February 2, 2026, the Centers for Medicare & Medicaid Services (“CMS”) published a final rule, effective April 3, 2026, that targets a perceived “loophole” in the current regulatory statistical test applied to State proposals for health care-related tax waivers. The test is intended to make certain that non-uniform or non-broad-based health care-related taxes, authorized under a waiver granted by CMS, are “generally redistributive.” CMS claims the loophole impermissibly allowed some health care-related taxes to be imposed at…
Continue Reading CMS Issues Health Care-Related Tax Final Rule

The Internal Revenue Service issued the 2026 optional standard mileage rates today for computing the deductible cost of operating an automobile for business, charitable, medical, or moving purposes.  The most notable change is the per mile increase for business use mileage.

Effective January 1, 2026, the optional standard mileage rates for the use of a car (also vans, pickups or panel trucks) will be:

  • 72.5 cents per mile driven for business use.  This is an increase from the rate

    • …
    Continue Reading IRS Releases New Mileage Rates for 2026

    President Trump signed H.R. 1 (commonly known as, the One Big Beautiful Bill) into law on July 4, 2025, which includes a no tax on overtime provision effective January 1, 2025 through December 31, 2028.

    Under H.R. 1, employees can take an above the line deduction for “Qualified Overtime.”  The deduction is subject to annual caps and phaseouts based on adjusted gross income.

    What do employers need to know?

    1. “Qualified Overtime.”  Only overtime pay required by Section 7…
    Continue Reading No Tax on Overtime

    On November 14, 2025, the Centers for Medicare & Medicaid Services (“CMS”) issued a letter, which it describes as “preliminary guidance,” concerning two significant restrictions on Medicaid provider taxes set forth in H.R. 1, including: (i) a change in the indirect hold harmless threshold for provider taxes—which, in effect, prohibits states from increasing the rates of their current provider taxes beyond the rates in effect as of July 4, 2025, and prevents states from adopting any new provider taxes…
    Continue Reading CMS Provides Guidance Regarding Provider Taxes Under Sections 71115 and 71117 of H.R. 1

    W-2s and 1099s will not have new fields this year, but the IRS has now provided guidance on how employees can still claim tax deductions for tips and overtime pay.

    This is our fourth update on the evolving tips and overtime tax deductions under the One Big Beautiful Bill Act (OBBBA). We’ve previously covered the overall impact on your compensation strategy, the proposed rules on qualified tips, and the initial transition relief on reporting requirements.

    As

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    Continue Reading IRS Announces 2025 Documentation Workarounds for Tips and OvertimeDeductions (Notice 2025-69)

    Closeup of Vote by Mail envelope
    Closeup of a Vote by Mail envelope, official balloting material - business reply mail, USPS first class mail.

    In August of this year, the US Post Office announced a new rule that included without much fanfare a MAJOR change in when letters are postmarked. Under this new rule, most letters will no longer be postmarked on the day the letter is received by a post office but instead postmarked a day later when the letter is processed at a regional mail processing facility.
    It is important that mailers understand the distinction between the date when the Postal…
    Continue Reading Postmark changes at the Post Office and late mail

    The clock is ticking on 2025 payroll reporting, but the IRS just threw employers a lifeline.

    If your organization has been struggling to understand how to implement the new tips and overtime reporting requirements from the One Big Beautiful Bill Act (OBBB), you can breathe a temporary sigh of relief. The IRS has issued Notice 2025-62, providing penalty relief for the 2025 tax year while employers adapt to the tax reporting changes.
    What Changed With the OBBB
    When

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    Continue Reading IRS Provides Critical Transition Relief for New Tips and Overtime Reporting Requirements: What HR Needs to Know Now

    The Illinois Department of Revenue (“IDOR”) has announced the 2025 Illinois Tax Amnesty Program (the “Program”), authorized by the Illinois Tax Delinquency Amnesty Act. This limited-time program offers taxpayers a valuable opportunity to pay Eligible Tax Liabilities and have penalties and interest forgiven on taxes paid in full during the amnesty period, which runs from October 1, 2025, through November 17, 2025 (the “Amnesty Period”).
    Eligible Tax Liabilities
    The Program applies to most IDOR‐administered taxes, including individual and corporate…
    Continue Reading 2025 Illinois Tax Amnesty Program Provides Chance to Eliminate Penalties and Interest on Outstanding Tax Liabilities