The foreign acquiring corporation takes the liquidating corporation's adjusted basis in the assets received and tacks on the liquidated
corporation's holding period in the assets received (Secs.
damages clause can reduce the amount of discovery directed at third-parties, a tactic frequently used to drive a wedge between the former employer and its customers.
damage clauses should be negotiated between the parties.
However, it is prudent for an owner to include a hybrid consequential damages clause, combining liquidated
damages and actual consequential damages after the expiration of the liquidated
damages time period.
damages provisions were not favored under the law and frequently not enforced.
Trinity was in effect trying to recover the same loss twice, once as liquidated
damages and once as actual damages.
If the corporation is liquidated
the shareholders pay a 28% tax on their stock gains (liquidating distribution received less stock basis), but they receive their annual return on after-tax proceeds without any corporate tax.
There are three important pitfalls which must be overcome in drafting an enforceable liquidated
The income is treated as ordinary to the liquidated
partner, but the related accrued expense is not.
The Internal Revenue Service claimed the liquidated
damages were not excludable under the personal injuries provision.
Can a liquidated
damages clause help insure timely completion of a construction project?
The capital account represents the dollar amount that the owner would receive if the entity were liquidated
The Ninth and the Seventh Circuit Courts of Appeals recently came to opposite conclusions regarding the excludability of back pay and liquidated
damages received to settle claims under the Age Discrimination in Employment Act (ADEA).