Working with Your CPA and Your Attorney: Who Does What in a Tax Problem
This article explains the different roles a CPA and a tax attorney play in resolving a tax problem, why attorney-client privilege matters, and why coordinating the two professionals leads to better outcomes.
When to Settle and When to Fight: How I Think About Business Disputes
This article shares a practical framework for deciding whether to settle or litigate a business dispute, weighing cost, relationship preservation, likelihood of success, collectability, confidentiality, and emotional toll.
Enforcing a Contract in Oklahoma: What It Really Takes
This article walks through the practical steps of enforcing a contract, from reviewing arbitration clauses and sending a demand letter to proving breach and weighing whether a judgment can actually be collected.
Trust and Estate Disputes: Why Families End Up in Court
This article explores the most common causes of trust and estate litigation, including undue influence claims, fiduciary breaches, ambiguous documents, and unequal treatment among children, and how clear drafting and communication can prevent them.
Tax Controversy vs. Tax Litigation: Where Disputes Actually Get Resolved
This article explains the difference between administrative tax controversy work, such as IRS audits and Appeals, and formal tax litigation in Tax Court or federal court, and why most tax disputes resolve before trial.
What If You Get Sued and Your Business Isn't Properly Structured?
Explores the risk of personal liability when corporate formalities have not been followed, covering common veil-piercing factors and why prevention through proper entity maintenance matters more than trying to fix it after a lawsuit is filed.
Mediation vs. Arbitration vs. Litigation: Choosing Your Battlefield
Compares mediation, arbitration, and litigation across cost, speed, confidentiality, and enforceability, and explains how contract clauses drafted in advance can lock in the choice before a dispute ever arises.
Due Diligence in Commercial Real Estate Deals
Walks through the main categories of due diligence in a commercial real estate purchase, including title, zoning, environmental, lease review, and financial and physical condition review, and why adequate due diligence time matters.
Opportunity Zone Investments: How the Mechanics Generally Work
Describes the general mechanics of qualified opportunity zones and qualified opportunity funds, including capital gain deferral and holding period benefits, and stresses confirming current rules before relying on them.
Partnership Tax Basics for Real Estate Co-Investors
Explains why real estate co-investments are typically held in partnerships or LLCs and covers the basic concepts of basis, capital accounts, and special allocations that a good partnership agreement needs to address.
Real Estate Professional Status Under the Passive Activity Rules
An explanation of the IRC Section 469 passive activity loss rules and what it takes to qualify as a real estate professional, including the hour thresholds and common documentation pitfalls.
Cost Segregation: Accelerating Depreciation on Commercial Property
An explanation of how cost segregation studies reclassify building components to accelerate depreciation and improve cash flow, and why a properly documented study coordinated with your CPA matters.
Oklahoma Commercial Leases: The Terms Landlords and Tenants Fight About
A look at the commercial lease provisions that most often cause disputes, including CAM charges, assignment restrictions, personal guaranties, renewal options, and maintenance and default terms.
Buying Commercial Property: Entity, Title, and Tax Decisions
A practical guide for buyers on why commercial property should be held in an LLC rather than an individual name, and how entity choice affects financing, depreciation, and basis step-up at death.
1031 Exchanges: Deferring Tax When You Sell Investment Property
An overview of how Section 1031 like-kind exchanges let real estate investors defer capital gains tax, including the qualified intermediary requirement and strict identification and closing deadlines.
Succession Planning for Professional Practices
Covers the unique succession challenges facing law firms, medical practices, dental offices, and accounting firms, including ownership restrictions on non-licensed persons, buy-in and buy-out structures, valuation approaches, transition periods, and coordinating disability and death provisions with personal estate plans.
What If Your Estate Plan and Your Buy-Sell Agreement Contradict Each Other?
Explores how wills and trusts can conflict with buy-sell agreements and operating agreement transfer restrictions, and why coordinated review between estate planning and business documents helps avoid litigation, forced buyouts, and family conflict.
Estate Planning When You Own Real Estate in More Than One State
Explains how owning property in multiple states can trigger separate ancillary probate proceedings in each state, and how tools like revocable living trusts and LLC ownership can simplify administration and avoid multi-state probate.
Choosing a Trustee for a Trust That Owns a Business
Discusses the unique challenges of naming a trustee to hold a business interest, including the tension between business judgment and fiduciary caution, conflicts between beneficiaries who work in the company and those who do not, and practical options like co-trustees, corporate trustees, and trust protectors.
Trusts That Protect Your Kids From Their Inheritance
Explains why leaving business interests or wealth outright to children can expose those assets to creditors, divorce, and poor decisions, and how a properly structured trust with the right trustee and distribution terms can protect an inheritance while still benefiting the kids.
Transfer-on-Death Planning vs. Probate in Oklahoma
Compares Oklahoma's transfer-on-death deed for real estate to standard probate, and explains where this tool helps business owners and where a revocable trust is still needed.
What Happens to Your LLC Interest When You Die?
Explains how operating agreements, buy-sell agreements, and probate interact to determine what happens to a deceased owner's LLC membership interest, and why single-member LLCs need special planning.
Estate Tax and the Family Business: What's at Stake
Covers how business value factors into a taxable estate, the liquidity problem many family businesses face at death, and planning tools like Section 6166 deferral, valuation discounts, and lifetime gifting.
Revocable Trusts for Business Owners: What Goes In
Walks through which assets business owners should typically fund into a revocable living trust, including ownership interests, business real estate, and life insurance, and which assets usually stay out.
Why Business Owners Need More Than a Simple Will
Explains why a basic will falls short for business owners and what additional documents and planning, from trusts to buy-sell agreements, are needed to protect a company and its owner's family.
Preparing Your Business for Sale: The Two-Year Checklist
Lays out a two-year pre-sale checklist covering entity cleanup, financials, owner dependence, contracts, IP, and assembling an advisory team before going to market.
Gifting Business Interests During Your Lifetime
Covers how lifetime gifting of business interests, valuation discounts, and structured entities can reduce estate tax exposure while preparing the next generation for ownership.
Key Person Insurance and Funded Buy-Sell Agreements
Explains why a buy-sell agreement needs actual funding through key person or buyout insurance, and compares cross-purchase versus entity-purchase structures.
What Happens If You Die Owning the Business With No Plan?
Walks through the practical fallout when a business owner dies without a succession plan or buy-sell agreement, and what documents prevent that chaos.
The Tax Bill When You Sell Your Business — And How Planning Shrinks It
Explains how deal structure, elections like Section 338(h)(10) and Section 1202 QSBS, installment sales, and early planning can significantly reduce the tax owners pay when they sell their business.
ESOPs: Selling Your Company to Your Employees
Explains how employee stock ownership plans work, their tax advantages under Sections 1042 and 4975, the cost and complexity of setup, and when an ESOP exit makes sense.
What Is Your Business Actually Worth? Valuation Basics for Owners
Explains the fundamentals of business valuation, including the three main valuation approaches, why earnings quality matters, valuation discounts, and the importance of an independent appraisal.
Passing the Family Business to Your Children Without Wrecking It
Covers how to separate ownership from management, communicate with the whole family, set up governance, and plan taxes when transferring a family business to the next generation.
Selling to Your Management Team: How It Actually Works
Breaks down the practical steps in a management buyout, including valuation, seller financing, deal structure, earnouts, and governance among multiple buying managers.
When Should You Start Planning Your Business Exit? (Earlier Than You Think)
Explains why exit planning should begin years before a sale or transition, covering value-building, tax runway, unpredictable life events, and successor readiness.
Reps and Warranties: The Fine Print That Decides Disputes
Breaks down how representations and warranties, disclosure schedules, survival periods, and indemnification caps in a business purchase agreement determine who bears risk after closing.
Joint Ventures: Sharing Upside Without Merging
Covers how to structure a joint venture between two companies, including entity choice, ownership contributions, governance, competition issues, and planning the exit in advance.
Purchase Price Allocation: The Negotiation After the Negotiation
Explains why allocating a business sale's purchase price across asset categories is a second, often overlooked negotiation with real tax consequences for both buyer and seller.
What Is an F-Reorganization and Why Do Buyers of S Corporations Love It?
An explanation of F-reorganizations for S corporation owners, covering why buyers request the structure and what sellers should negotiate before agreeing to it.
Seller Financing a Business Sale: Protecting Yourself
A guide for business sellers on structuring seller-financed notes with proper collateral, covenants, and default remedies to protect themselves after closing.
Earnouts: bridging the valuation gap (and the fights they cause)
Discusses why earnouts are used to resolve pricing disagreements in business sales, the common sources of post-closing disputes, and how to structure earnout terms to reduce conflict.
Due diligence: what buyers look for in a small business acquisition
Outlines the main areas buyers scrutinize during due diligence on a small business, including financials, contracts, employment matters, litigation history, and licensing, and why seller preparation matters.
What is a letter of intent and how binding is it?
Explains what a letter of intent typically covers in a business sale, which provisions are usually binding even when the main deal terms are not, and why careful drafting matters.
The tax consequences that should drive your deal structure
Walks through how purchase price allocation, entity type, and timing of payments affect the tax outcome of a business sale, and why these issues need to be addressed before the deal structure is finalized.
Asset sale vs. stock sale: why buyers and sellers want different deals
Explains why buyers typically favor asset purchases and sellers typically favor stock sales in a business acquisition, and how tax treatment and liability exposure drive that divide.
Restructuring a distressed business before bankruptcy becomes the only option
An overview of early warning signs of business distress and the creditor negotiation, operational, and out-of-court restructuring options available before bankruptcy becomes unavoidable.
What does an outsourced general counsel actually do?
A day-to-day breakdown of the services an outsourced or fractional general counsel typically provides, from contract review and governance upkeep to employment guidance and advisor coordination.
When should a business have outside general counsel?
A guide to the common triggers — growing contract volume, employment complexity, capital raises, recurring disputes, and uncertain decision-making — that signal a business has outgrown ad hoc legal help.
Converting your entity: LLC to S corp and other moves
A plain-language look at how LLC-to-S-corp elections and other entity conversions work conceptually, and why they require coordinated legal and tax advice before filing anything.
Officer and director liability: what executives should know
An overview of when corporate officers and directors can face personal liability, and the governance habits, insurance, and indemnification protections that help reduce that risk.
Minority Owner Rights in Oklahoma Closely Held Businesses
Explains the general rights minority owners have in Oklahoma closely held companies, what can amount to oppression by majority owners, and the remedies courts may consider, such as buyouts or dissolution.
Deadlock in a Closely Held Company: Prevention and Cures
Explains why equal ownership splits create a risk of business deadlock and outlines contractual tiebreakers and other options owners can use to prevent or resolve it.
What If a Key Employee Leaves and Takes Your Clients?
Walks through what business owners can realistically do when a departing employee takes clients with them, and how confidentiality and non-solicitation agreements can reduce that risk going forward.
Adding a Partner to Your Business: The Right Way to Do It
Covers the key steps to bringing on a business partner properly, from deciding what equity or control to offer to documenting the deal and planning for a future exit.
Corporate Formalities: The Boring Habits That Protect Your Assets
Explains the routine record-keeping and financial habits that help business owners preserve their entity's liability protection and avoid personal exposure.
Why one LLC is rarely enough for real estate investors
Discusses why holding multiple properties in a single LLC exposes real estate investors to shared liability, and outlines alternative structures like property-level LLCs and holding companies.
What is a holding company structure and when does it make sense?
Explains what a holding company structure is, how it separates valuable assets from operating risk, and when growing businesses should consider adopting one.
Member-managed vs. manager-managed LLCs: choosing control
Compares member-managed and manager-managed LLC structures and explains how this choice affects authority, liability, and the role of passive investors.
Personal guarantees: what you're really signing
Breaks down how personal guarantees override LLC and corporate liability protection, and what business owners should watch for before signing one.
Piercing the corporate veil: when your LLC won't protect you
Explains the circumstances under which courts may disregard an LLC's liability protection and hold owners personally responsible, and outlines habits that help preserve that protection.
Buy-sell agreements: the document every partnership needs before it needs it
Explains what a buy-sell agreement covers, why death and disability are commonly overlooked triggering events, and why valuation and funding terms should be settled before a triggering event ever happens.
Business divorce: what happens when owners split
Explains how a split between business owners typically unfolds, why governing documents and valuation methods matter most, and how to protect the business while ownership issues get resolved.
What if… your 50/50 business partner stops speaking to you?
Looks at what happens when equal business partners hit a deadlock, why the operating agreement is the first place to look, and what options exist to keep the business running while the dispute gets resolved.
Why your operating agreement matters more than your articles of organization
Explains why an LLC's operating agreement, not its articles of organization, is the document that actually governs ownership, decision-making, and disputes among owners.
LLC or S corporation for your Oklahoma business?
A plain-language look at the difference between forming an LLC and electing S corporation tax status, and how Oklahoma business owners should weigh self-employment tax, administrative burden, and growth plans before choosing.
Getting ahead of a state tax audit: records that save you
Describes the recordkeeping habits, from exemption certificates to payroll documentation, that help a business come through a state tax audit with fewer problems.
How Oklahoma taxes pass-through entities
Explains how Oklahoma handles state taxation of LLCs, partnerships, and S corporations, including nonresident owner withholding and the elective pass-through entity tax.
Oklahoma withholding tax problems for employers
Covers common causes of Oklahoma payroll withholding problems, including remote workers and worker misclassification, and why employers should address gaps proactively.
Remote sellers and Oklahoma sales tax after Wayfair
Explains how the Supreme Court's Wayfair decision created economic nexus rules that can require out-of-state sellers to collect Oklahoma sales tax even without a physical presence in the state.
When your Texas business has Oklahoma tax exposure (and vice versa)
Explains how businesses operating across the Texas-Oklahoma border can unknowingly trigger income, franchise, withholding, or sales tax obligations in the other state.
Voluntary disclosure agreements: fixing state tax problems before the state finds them
An explanation of how voluntary disclosure agreements let businesses proactively resolve unreported state tax liabilities with limited lookback periods and reduced penalties, before an audit finds them.
Oklahoma tax warrants: what they are and how to deal with them
A plain-language explanation of Oklahoma tax warrants, how they function as liens rather than criminal warrants, and the steps to take before collection escalates.
Multi-state business? Understanding Oklahoma income apportionment
An explanation of how Oklahoma apportions business income for companies operating in multiple states, covering the sales factor, nexus, and common mistakes as businesses expand across state lines.
Sales tax on services in Oklahoma: what's taxable and what isn't
An overview of how Oklahoma sales tax applies to services versus goods, including the specific service categories that are taxable and why mixed labor-and-materials invoices need careful handling.
Property tax protests for Oklahoma commercial property
A practical guide for Oklahoma commercial property owners on when and how to protest a county assessment, from checking the property record card to navigating the board of equalization appeal.
Protesting an Oklahoma Tax Commission assessment
Describes the general process for protesting an Oklahoma Tax Commission assessment, including deadlines, how to structure a written protest, and why documentation determines the outcome.
What if… the Oklahoma Tax Commission sends you an assessment?
Walks through what a notice of assessment from the Oklahoma Tax Commission means, why the response deadline is critical, and the general options available to a business that receives one.
Oklahoma use tax: the tax most businesses forget
Explains what Oklahoma use tax is, why it is so often overlooked on out-of-state purchases, and how businesses can build a review process to catch it before an audit does.
What is nexus and why does it matter for Oklahoma businesses selling out of state?
Explains the concept of sales tax nexus, how the Wayfair decision expanded it beyond physical presence, and why Oklahoma businesses selling across state lines need to track it.
Oklahoma sales tax audits: what triggers them
An overview of the common factors that lead the Oklahoma Tax Commission to select a business for a sales tax audit, from mismatched numbers to missing exemption certificates.
How the IRS decides who gets audited
Audit selection is usually driven by statistical scoring, income mismatches, industry risk factors, or related-party connections, with only a small share being purely random.
Substitute for return: when the IRS files your taxes for you
When the IRS files a substitute return using only third-party income data, it usually overstates the tax owed, but filing your own accurate return afterward can correct it.
What if… you haven't filed tax returns in years?
Unfiled returns are a common and fixable problem, but filing voluntarily and getting current is usually the necessary first step before any debt resolution option is available.
Should you take your case to Tax Court?
Tax Court lets you dispute an IRS assessment without paying first, but strict deadlines and real litigation costs mean it isn't the right path for every disagreement.
IRS appeals: what happens after the audit
The IRS Independent Office of Appeals offers a fresh, litigation-risk-aware review of disputed audit results, and most cases settle there before reaching Tax Court.
What is currently-not-collectible status?
Currently-not-collectible status pauses active IRS collection for taxpayers facing genuine financial hardship, though the debt, interest, and any lien generally remain.
How long can the IRS collect a tax debt? The 10-year rule
The IRS generally has ten years from assessment to collect a tax debt, but bankruptcy, offers, and appeals can pause the clock, so verifying the real expiration date matters.
What business owners need to know about payroll tax problems
Unpaid payroll taxes escalate quickly, carry personal liability for owners, and in serious cases can threaten the business itself, making early action essential.
The trust fund recovery penalty: why payroll taxes are personal
Under IRC section 6672, the IRS can hold owners, officers, or bookkeepers personally liable for unpaid payroll taxes, bypassing the usual corporate liability shield.
Innocent spouse relief: when you shouldn't owe your spouse's tax debt
Innocent spouse relief can separate a taxpayer from liability created by a spouse or ex-spouse on a joint return, but timing and evidence of what you knew both matter.
What counts as reasonable cause for filing or paying late?
Reasonable cause relief requires showing ordinary care and prudence despite circumstances like serious illness, death, or disaster that prevented timely compliance.
First-time penalty abatement: the relief many taxpayers never ask for
Taxpayers with a clean recent compliance history can often get a first penalty waived without proving hardship, yet many never ask for it.
What is penalty abatement and when will the IRS forgive penalties?
IRS penalties can sometimes be reduced or removed through reasonable-cause or first-time abatement requests, though interest is much harder to eliminate.
Can the IRS really take your bank account? Understanding levies
The IRS can levy a bank account without a court order after proper notice, but there is usually a warning and a short window to act before funds are taken.
Tax lien vs. tax levy: what's the difference?
A lien is the IRS's legal claim against your property, while a levy is the actual seizure of it, and each calls for a different response.
What is a federal tax lien and how does it affect your business?
A federal tax lien attaches to business assets, damages access to credit, and can complicate or kill a sale, but there are ways to address it before it does lasting harm.
Installment agreements: negotiating monthly payments with the IRS
IRS installment agreements can make tax debt manageable, but choosing the right plan and negotiating sustainable terms takes care and financial disclosure.
What is an IRS Offer in Compromise and who actually qualifies?
An Offer in Compromise under IRC section 7122 can settle tax debt for less than owed, but qualification depends on realistic financial hardship, not just asking.
An IRS audit letter just arrived — what do I do first?
The first steps after receiving an IRS audit letter: read it carefully, avoid explaining yourself to the IRS, gather records, and decide if you need representation.
What happens when you ignore an IRS notice?
Ignoring IRS notices lets deadlines lapse, penalties grow, and can lead to bank levies or wage garnishment, so early action matters.