Yes. Depending on your tax situation, it increases the tax basis of your investment in the asset(s), allowing for a larger loss or it is a deductible investment expense.

Our goals are to establish for the seller a definitive date and value for the asset divestiture and to provide a bulletproof process and documentation to withstand a tax audit.  We take steps to reduce risk that the IRS will object to the form of the divestiture.  Here is how we are different:

• We establish negotiated pricing for each individual transaction.  According to our legal and accounting advisors, buying stock from everyone at the same $1.00 price does not really establish an arm’s-length, negotiated sale. It has the characteristics of a service, not a sale for fair negotiated market price.
• We purchase other types of assets, such as notes, LLC memberships, distressed real estate, including international assets.
• We correspond with the Issuer company to handle restrictive rights contained in most private stock purchase agreements, such as right-of-first-refusal, co-sale rights, and other transfer limitations. Our Asset Transfer Agreement gets the seller out of the transaction and gives us (as the buyer) the limited power of attorney to deal with the restrictive rights constraining the seller.  We take responsibility for following up on all these, to ensure the transaction is completed.
• We support customers in case of an IRS audit.
• To make the selling process easy and fast for the seller, we handle most of the transaction electronically (via email and DocuSign).  We also send FedEx labels, so sellers who have possession of their stock certificates can send them to us easily.

They require considerably more due diligence on our part because of the potential liabilities, such as capital calls associated with notes and LLC, LP, and GP interests.  There can be tax pass-through issues, such as phantom income.  We might have to form a special purpose entity to hold the asset.  At a minimum, there is a legal review of agreements covering the non-stock assets.

Not likely. However, contact us to discuss your special circumstances.

No. This is for your protection, as it is more transparent to tax and other compliance authorities to keep the two transactions separate.

The “belt-and-suspenders” opinion letter can be given to your accountant and to government entities conducting audits.  If requested, we will attend your audit at our standard hourly rate.