Joshua Siegel @JoshuaASiegel Twitter profile | Pikagi

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Joshua Siegel

@JoshuaASiegel

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M&A focused CPA and tax attorney | tax diligence and structuring on deals ranging from $1m to $40b | ex-PwC and Deloitte | tweets are not legal or tax advice

Los Angeles, CA

Joined March 2013

Don't wanna be here? Send us removal request.

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@JoshuaASiegel

Joshua Siegel

3 months

My introduction: I am a CPA and tax attorney (both licensed in CA) who focuses on assisting buyers and sellers through transactions. I specialize in buy-side and sell-side tax due diligence, tax structuring, and tax modeling. My deal experience ranges from $40b to $1m. I was

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@JoshuaASiegel

Joshua Siegel

3 months

Had a great chat with @Eli_Albrecht about how critical it is for searchers to have a handle on the most advantageous tax structure for their acquisition at the LOI stage. Including tax concepts in your LOI will help to ensure that you receive the intended tax benefits.

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@JoshuaASiegel

Joshua Siegel

3 months

What is tax diligence and why it is important? Tax diligence is a deep dive into the historical (generally the past 3 years) tax compliance of the target entity. Tax diligence is a wholistic and strategic look under the hood. This provides a buyer with an understanding of the

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@JoshuaASiegel

Joshua Siegel

13 days

If an otherwise stock deal is executed using a tax election (e.g. 338(h)(10)) or F reorg, how often are you seeing/asking for a gross up calculation? Would it be helpful for me to post about what is a gross up payment and when should you ask for it? @Albrecht_Law

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@JoshuaASiegel

Joshua Siegel

2 months

@Eli_Albrecht @Albrecht_Law Thank you @Eli_Albrecht . I’m honored to be part of such a talented and fast growing team! I look forward to providing excellent M&A tax services to benefit our clients.

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@JoshuaASiegel

Joshua Siegel

1 month

To F or not to F, that is the question. I’m talking about an F Reorganization of course. @Eli_Albrecht and I have answered this in our joint post below. Reach out if any questions or if this strategy may be helpful to you in a current or future deal.

@Eli_Albrecht

Eli Albrecht

1 month

M&A Monday: The Almighty F-Reorg In an equity purchase, you must consider an F-Reorg This M&A Monday is co-drafted and posted with @JoshuaASiegel , Partner and Chair of Transactional Tax Group at @Albrecht_Law because he is the tax genius and expert on F-Reorgs and all

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@JoshuaASiegel

Joshua Siegel

1 month

That’s right, @Eli_Albrecht . Only eligible shareholders can own S corp stock. LLCs are not eligible shareholders. If an LLC (or any ineligible shareholder) acquired S corp stock the S corp reverts to a C corp. Careful tax structuring is required to end up with the intended tax

@Eli_Albrecht

Eli Albrecht

1 month

On a recent deal (stay with me), I learned that in a deal with a partial change of ownership with an SBA 7a loan (the SBA compliant version of rollover), if there are investors, and an SPV is not created to acquire the business, each investor (regardless of their percentage

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@JoshuaASiegel

Joshua Siegel

1 month

Do you regularly include tax structuring considerations in your LOI? If not, I highly recommend that you do as you could be leaving important benefits on the table. Feel free to reach out to before you submit your LOI @Albrecht_Law

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@JoshuaASiegel

Joshua Siegel

6 days

Importance of tax inputs when drafting an LOI: An LOI is often the first formal written documentation that a prospective buyer provides to the seller. First impressions matter, especially, with regard to an LOI. As much as an LOI may be non-binding, it sets the “tone” of the

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@JoshuaASiegel

Joshua Siegel

2 months

When buying a business it is paramount to understand the tax implications of your chosen legal entity structure. The legal entity structure should be 1) built around your business and financial objectives and 2) create tax efficiencies. This decision should be made after a

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@JoshuaASiegel

Joshua Siegel

1 month

@Eli_Albrecht Super important to read the room while strongly, ethically, and reasonably advocating for your client!

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@JoshuaASiegel

Joshua Siegel

25 days

@Eli_Albrecht Everything happens for a reason. Sounds like the timing of your “mistake” was perfect.

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@JoshuaASiegel

Joshua Siegel

2 months

There isn’t a one size fits all approach when it comes to guiding a client through their deal as transactional tax counsel. When a significant tax issue arises during diligence what do you do? Do you rely on indemnities in the purchase agreement and call it a day? Do you

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@JoshuaASiegel

Joshua Siegel

2 months

The ABA is asking the IRS to provide guidance that would further streamline certain F Reorganization transactions. Please reach out if you have any questions ⁦ @Albrecht_Law ⁩

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@JoshuaASiegel

Joshua Siegel

3 months

Sec. 1202 - qualified small business stock (“QSBS”) - is an extremely business owner/investor friendly tax code section. At a high level, the benefit (if you qualify) of 1202, as a seller, is that you can exclude the greater of $10m or 10x your investment in the shares being sold

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@JoshuaASiegel

Joshua Siegel

3 months

Your M&A tax advisor should be able to do more than just uncover unknown tax risks during diligence — they should also strategically guide you on how to mitigate those risks (where available) and how to achieve a commercially viable solution. #taxdd #duediligence #tax #deals

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@JoshuaASiegel

Joshua Siegel

1 month

If you are acquiring a partnership interest in your deal - do you know what a “push-out” election is and do you know the benefits to the buyer? If not, you could be taking on more historical income tax risk than you realize. @Eli_Albrecht and I were discussing this earlier

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@JoshuaASiegel

Joshua Siegel

3 months

@sbabmarks and I had a great conversation today about the use of F reorgs in deals involving S corps. What questions do you have about tax structuring? What questions do you have regarding how to deal with potential tax issues that pop up during diligence?

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@JoshuaASiegel

Joshua Siegel

1 month

@Eli_Albrecht Thank you @Eli_Albrecht - we’re building something special here. It’s a pleasure to work with such great clients and on such exciting deals.

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@JoshuaASiegel

Joshua Siegel

12 days

@Eli_Albrecht @Albrecht_Law Happy to be building along side you!

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@JoshuaASiegel

Joshua Siegel

3 months

@Eli_Albrecht @SMB_Attorney @KHendersonCo Mazel Tov to building your future! Great things lie ahead for you!

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@JoshuaASiegel

Joshua Siegel

2 months

Independent sponsors often come to the table with great questions about which legal entity type will be most beneficial for their deal. While this is critically important, it is also critically important to consider the tax implications of the Sponsor’s topside holding structure.

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@JoshuaASiegel

Joshua Siegel

1 month

@Michellek4040 FSU is going all the way this year!

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@JoshuaASiegel

Joshua Siegel

3 months

How are all the searchers out there thinking about tax diligence? The scope should be tailored based on the Target’s legal entity structure and operations. Let’s talk about how to make tax diligence a strategic value add to your acquisition process.

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@JoshuaASiegel

Joshua Siegel

2 months

@Laura_W_Gieseke Been having this same conversation a lot lately and completely agree. The 21% C corp tax rate was a game changer and if you can throw in QSBS then it’s a potential home run.

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@JoshuaASiegel

Joshua Siegel

11 days

@Eli_Albrecht That is one of the best “deal toys” I’ve ever heard of.

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@JoshuaASiegel

Joshua Siegel

3 months

@joshualowenthal @SBA_Matthias @CBarrett_CPA @Laura_W_Gieseke Good question @SBA_Matthias . I agree with @joshualowenthal . You should at least generally tee up your preferred tax structure in the LOI. Engaging a strategic tax advisor at the outset of your search can add significant economic value.

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@JoshuaASiegel

Joshua Siegel

3 months

@Eli_Albrecht Thank you, Eli! Really appreciate the kind words.

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@JoshuaASiegel

Joshua Siegel

2 months

@Eli_Albrecht Thank you @Eli_Albrecht !! It’s amazing watching you work as well. I’m very happy and fortunate to be building along side you!

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@JoshuaASiegel

Joshua Siegel

1 month

@MN_SMB_Hunter @Eli_Albrecht @Albrecht_Law There are tax and non-tax benefits of executing an F reorg.

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@JoshuaASiegel

Joshua Siegel

3 months

@CBarrett_CPA @Eli_Albrecht Thank you, Chris!

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@JoshuaASiegel

Joshua Siegel

3 months

@sbabmarks @sbabmarks has a wealth of knowledge that he is very generous with!

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@JoshuaASiegel

Joshua Siegel

3 months

@thomasjnewell @Eli_Albrecht Hey Thomas - nice to meet you. I’ll DM you and we can set up a time to chat soon.

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@JoshuaASiegel

Joshua Siegel

3 months

@ClintFiore @pjape1 Very helpful post for anyone trying to wrap their head around ballparking a valuation! Thanks for putting this out there.

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@JoshuaASiegel

Joshua Siegel

1 month

💯

@JackJoh69938592

Jack Johnson

@JackJoh69938592

1 month

@JoshuaASiegel @Eli_Albrecht Another one: If you are contributing money to a property PS, you should ask for a remedial method allocation, so you can benefit as if you purchased an interest in the depreciable property. If not, you are paying more tax than necessary.

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@JoshuaASiegel

Joshua Siegel

2 months

@PhillySMB @Eli_Albrecht @Albrecht_Law Thank you!! I look forward to chatting again soon.

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@JoshuaASiegel

Joshua Siegel

2 months

@SBA_Matthias Don’t forget tax diligence!

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@JoshuaASiegel

Joshua Siegel

3 months

Know when a 338(h)(10) vs a 336(e) election is the right call. Worked with @CBarrett_CPA to assist a searcher in a jam. Let’s talk about how to structure your deal.

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@JoshuaASiegel

Joshua Siegel

3 months

@joshualowenthal @CBarrett_CPA F reorg. is the way to go, but in this case that ship had already sailed, unfortunately.

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@JoshuaASiegel

Joshua Siegel

2 months

@petercnordberg @petercnordberg I would add that the LOI should minimally provide directional guidance regarding the intended structure and tax treatment of the structure. It is very important to include any tax elections or desired pre-transaction structuring in the LOI.

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@JoshuaASiegel

Joshua Siegel

1 month

@PhillySMB Congrats! Hope you win it!

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@JoshuaASiegel

Joshua Siegel

3 months

@seanplanchard let me know what you think of this tax diligence explanation. Hope this is helpful.

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@JoshuaASiegel

Joshua Siegel

3 months

@sbabmarks Getting comfortable with working capital is a must! @sbabmarks - Great, easy to follow break down of an otherwise complex topic.

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@JoshuaASiegel

Joshua Siegel

1 month

@Eli_Albrecht @Albrecht_Law Amazing view! Love it!

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@JoshuaASiegel

Joshua Siegel

3 months

@Eli_Albrecht Mazel Tov! So much success is ahead for you and the firm!

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@JoshuaASiegel

Joshua Siegel

3 months

@petercnordberg Thank you!

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@JoshuaASiegel

Joshua Siegel

2 months

@sbabmarks @sbabmarks you have a way of framing issues to make them interesting, informative, and easily digestible. This is valuable stuff!

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@JoshuaASiegel

Joshua Siegel

12 days

@lawyer4SMBs That is the best!

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@JoshuaASiegel

Joshua Siegel

2 months

@sbabmarks Amazing work @sbabmarks - that is a lot of deals closed/to be closed and an equal number of lives changed for the better!

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@JoshuaASiegel

Joshua Siegel

2 months

@CBarrett_CPA @Eli_Albrecht @Albrecht_Law Thank you @CBarrett_CPA ! I look forward to working with you and your clients on some upcoming deals!

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@JoshuaASiegel

Joshua Siegel

14 days

@MikeSyl36625988 So good. You can get Nando’s sauce here in the US.

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@JoshuaASiegel

Joshua Siegel

3 months

@CBarrett_CPA Congrats!

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@JoshuaASiegel

Joshua Siegel

3 months

Had a great chat with @CBarrett_CPA today about the need to ensure searchers are not only obtaining a high quality QofE, but also thorough tax due diligence. High quality diligence up front helps you 😴😴😴 well.

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@JoshuaASiegel

Joshua Siegel

3 months

@JustinNicholasT Same - I just sent you a DM. I look forward to connecting with you soon.

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@JoshuaASiegel

Joshua Siegel

1 month

@PhillySMB @Eli_Albrecht That is the general idea.

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@JoshuaASiegel

Joshua Siegel

3 months

@seanplanchard Thank you, Sean. I look forward to chatting with you in more detail soon.

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@JoshuaASiegel

Joshua Siegel

1 month

@seanplanchard Amazing! Happy for you!

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@JoshuaASiegel

Joshua Siegel

3 months

@Eli_Albrecht Congrats!

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@JoshuaASiegel

Joshua Siegel

5 years

@BuffaloBills @TheBillsMafia @realcbennett97 early 90’s autograph signing at Marketplace Mall. Never got the autograph - too far back in line - but got a great picture.

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@JoshuaASiegel

Joshua Siegel

3 months

@PhillySMB In a transaction involving a 336(e) election the potential buying entities are more broad than just C and S corps. You could also include a column on ability or ease of a tax deferred rollover in a particular transaction type. Happy to discuss in more detail.

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@JoshuaASiegel

Joshua Siegel

2 months

@JonathanSlonim @Eli_Albrecht @Albrecht_Law Thank you, Jonathan! I look forward to it!

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@JoshuaASiegel

Joshua Siegel

3 months

@joshualowenthal Nice tax due diligence breakdown!

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@JoshuaASiegel

Joshua Siegel

3 months

@seanplanchard Thanks! Ok - I’ll plan out some good war stories and start posting.

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@JoshuaASiegel

Joshua Siegel

3 months

@PhillySMB Thank you for reaching out. Absolutely - I’ll send you a DM.

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@JoshuaASiegel

Joshua Siegel

2 months

@CBarrett_CPA Congrats on the growth! This is a great opportunity to do exciting work and get rewarded for it.

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@JoshuaASiegel

Joshua Siegel

2 months

@joshualowenthal @Eli_Albrecht @Albrecht_Law Thank you @joshualowenthal really appreciate the kind words!

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@JoshuaASiegel

Joshua Siegel

9 days

@sbabmarks Bruce, great insight as always! You not only provide great content, but you are a great storyteller.

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