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Tax Receivable Agreement
A Tax Receivable Agreement (TRA) is a legal contract where a company agrees to share the economic benefits from certain tax savings with another party. These tax savings may relate to deductions for depreciation, goodwill amortization, and net operating losses. The first TRAs originated in the early 1990s; since then, TRAs have become increasingly prevalent. Prior to 2005, TRAs were used in less than 1% of initial public offering An initial public offering (IPO) or stock launch is a public offering in which shares of a company are sold to institutional investors and usually also to retail (individual) investors. An IPO is typically underwritten by one or more investm ...s (“IPOs”), but as of 2018, that number had increased to 8% of IPOs. This growth has created an ecosystem of leading accounting and law firms with specialized expertise in TRAs. TRAs are now a common feature of IPOs structured as an Up-C. Up-C IPOs are designed to generate basis step-ups that allow a ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Depreciation
In accountancy, depreciation refers to two aspects of the same concept: first, an actual reduction in the fair value of an asset, such as the decrease in value of factory equipment each year as it is used and wears, and second, the allocation in accounting statements of the original cost of the assets to periods in which the assets are used (depreciation with the matching principle). Depreciation is thus the decrease in the value of assets and the method used to reallocate, or "write down" the cost of a tangible asset (such as equipment) over its useful life span. Businesses depreciate long-term assets for both accounting and tax purposes. The decrease in value of the asset affects the balance sheet of a business or entity, and the method of depreciating the asset, accounting-wise, affects the net income, and thus the income statement that they report. Generally, the cost is allocated as depreciation expense among the periods in which the asset is expected to be used. Account ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Goodwill (accounting)
In accounting, goodwill is an intangible asset recognized when a firm is purchased as a going concern. It reflects the premium that the buyer pays in addition to the net value of its other assets. Goodwill is often understood to represent the firm's intrinsic ability to acquire and retain customer firm or business. Under U.S. GAAP and IFRS, goodwill is never amortized for public companies, because it is considered to have an indefinite useful life. On the other hand, private companies in the United States may elect to amortize goodwill over a period of ten years or less under an accounting alternative from the Private Company Council of the FASB. Instead, management is responsible for valuing goodwill every year and to determine if an impairment is required. If the fair market value goes below historical cost (what goodwill was purchased for), an impairment must be recorded to bring it down to its fair market value. However, an increase in the fair market value would not be ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Net Operating Loss
Under U.S. Federal income tax law, a net operating loss (NOL) occurs when certain tax-deductible expenses exceed taxable revenues for a taxable year. If a taxpayer is taxed during profitable periods without receiving any tax relief (e.g., a refund) during periods of NOLs, an unbalanced tax burden results. Consequently, in some situations, Congress allows taxpayers to use the losses in one year to offset the profits of other years. Calculating the NOL amount The NOL amount is the amount of the loss from the current year that can be carried forward to future years or, in certain instances, carried back to prior years. Individuals For individuals, the NOL amount is generally the excess of deductions over income from the operation of a business. The following items are excluded when calculating the NOL amount: * net capital losses, i.e., capital losses in excess of capital gains; (net capital gains are included) * nonbusiness deductions in excess of nonbusiness income; (net nonbusi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Initial Public Offering
An initial public offering (IPO) or stock launch is a public offering in which shares of a company are sold to institutional investors and usually also to retail (individual) investors. An IPO is typically underwritten by one or more investment banks, who also arrange for the shares to be listed on one or more stock exchanges. Through this process, colloquially known as ''floating'', or ''going public'', a privately held company is transformed into a public company. Initial public offerings can be used to raise new equity capital for companies, to monetize the investments of private shareholders such as company founders or private equity investors, and to enable easy trading of existing holdings or future capital raising by becoming publicly traded. After the IPO, shares are traded freely in the open market at what is known as the free float. Stock exchanges stipulate a minimum free float both in absolute terms (the total value as determined by the share price multiplied ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Stepped-up Basis
The tax code of the United States holds that when a person (the beneficiary) receives an asset from a giver (the benefactor) after the benefactor dies, the asset receives a stepped-up basis, which is its market value at the time the benefactor dies (Internal Revenue Code § 1014(a)). A stepped-up basis can be higher than the before-death cost basis, which is the benefactor's purchase price for the asset, adjusted for improvements or losses. Because taxable capital-gain income is the selling price minus the basis, a high stepped-up basis can greatly reduce the beneficiary's taxable capital-gain income if the beneficiary sells the inherited asset. General rule Under IRC § 1014(a), which applies to an asset that a person (the beneficiary) receives from a giver (the benefactor) after the benefactor dies, the general rule is that the beneficiary's basis equals the fair market value of the asset at the time the benefactor dies. This can result in a stepped-up basis or a stepped-down ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Business
Business is the practice of making one's living or making money by producing or Trade, buying and selling Product (business), products (such as goods and Service (economics), services). It is also "any activity or enterprise entered into for profit." A business entity is not necessarily separate from the owner and the creditors can hold the owner liable for debts the business has acquired except for limited liability company. The taxation system for businesses is different from that of the corporates. A business structure does not allow for corporate tax rates. The proprietor is personally taxed on all income from the business. A distinction is made in law and public offices between the term business and a company (such as a corporation or cooperative). Colloquially, the terms are used interchangeably. Corporations are distinct from Sole proprietorship, sole proprietors and partnerships. Corporations are separate and unique Legal person, legal entities from their shareholde ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
