• apple seeds LLC
  

  apple seeds LLC is a growing organization that provides indoor playground facilities, classes, birthday parties and other activities. As an emerging and growing business, apple seeds needed a business-minded legal partner who understood the challenges of being a middle market business. They needed help building the company from the ground floor up, and providing a solid foundation for future growth.  

News

• Andrew Ben-Ami Quoted in Real Estate Finance & Investment on Government Shutdown’s Impact on Opportunity Zone Regulations
  

  Tax partner Andrew Ben-Ami is quoted in Real Estate Finance & Investment’s article, “Government shutdown leads to cancellation of OZ public hearing,” where he discusses the recent government shutdown’s impact on opportunity zones. A January 10 Internal Revenue Service (IRS) hearing, which was canceled as the agency was closed during the shutdown, was intended to give a platform for public comment on additional proposed opportunity zone regulations.

• Client Sells Interest in Executive Search Firm
  

  Tarter Krinsky & Drogin represented a client recently who sold his 50% interest in a New York City executive search company, and negotiated his retention as a consultant.

• Andrew Ben-Ami Joins Firm to Lead Tax Practice
  

  We are pleased to announce that Andrew R. Ben-Ami has joined Tarter Krinsky & Drogin as a Partner and will lead the firm’s Tax Practice.

Events

• Andrew Ben-Ami Speaks on Tax Reform Considerations for Small and Midsized Businesses
  

  On March 23, Tax partner Andrew Ben-Ami presented a Vistage webinar, “Tax Reform: Key Considerations for Small and Midsized Businesses (SMBs).”

• Andrew Ben-Ami to Be a Featured Speaker at Vistage’s Breakfast Forum for CEOs on the Tax Cuts & Job Act
  

  On February 26, Tax partner Andrew Ben-Ami will be a featured speaker at Vistage’s Breakfast Forum for CEOs on the Tax Cuts & Job Act. The panel, exclusive to Vistage members and qualified guests, will discuss the impact of tax cuts and the Jobs Act on CEOs and their businesses.

• Andrew Ben-Ami to be Panelist at KPMG LLP’s 2017 Financial Services Tax Conference
  

  Tax partner Andrew Ben-Ami will be a panelist for “The Art of Tax” session at KPMG LLP’s 2017 Financial Services Tax Conference. Attendees will learn about updates on New York City unincorporated business tax. The session will also address New York State and City tax developments and sales tax issues.

• SBA Issues Procedural Notice Regarding Changes of Ownership
  

  Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.
  On October 2, 2020, the SBA released a procedural notice (Notice) – available here – addressed to SBA employees and PPP lenders clarifying the required procedures for changes of ownership of an entity that has received PPP funds.

• Federal Reserve Bank of Boston Announces Main Street Lending Program Is Fully Operational
  

  The Federal Reserve Bank of Boston announced the Main Street Lending Program is “now fully operational, ready to purchase participations in eligible loans that are submitted to the program by registered lenders.”

• Paycheck Protection Program Extended Through August 8, 2020
  

  Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.

• SBA Issues New Interim Final Rule for Paycheck Protection Program– Guidance Your Business Should be Aware Of
  

  Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.

• Internal Revenue Service Announces Relief for Qualified Opportunity Zone Investors
  

  On June 4, 2020, the Internal Revenue Service issued Notice 2020-39, which provides temporary relief to qualified opportunity funds (QOFs) and their investors as a result of the COVID-19 pandemic.

• Federal Reserve Bank of Boston Modifies Main Street Lending Program
  

  The Federal Reserve Bank of Boston announced changes to the Main Street Lending Program (Program) to allow more small and medium-sized businesses to be able to participate in the Program. 

• Federal Reserve Advances Towards Launching Main Street Lending Program
  

  The Federal Reserve recently announced that the Federal Reserve Bank of Boston has set up the special purpose vehicle (SPV) to purchase participations in loans originated by eligible lenders under the Main Street Lending Program (Program). In addition, Program loan participation agreement, form borrower and lender certifications, and other required form agreements are now available on the Federal Reserve Bank of Boston’s Main Street Lending Program Forms and Agreements website. The Federal Reserve also updated its Frequently Asked Questions (FAQs), dated May 27, 2020.

• Amendment to CARES Act and PPP Loan Forgiveness
  

  On June 5, 2020, President Trump signed H.R. 7010 (the Bill), which the Senate had unanimously passed. The Bill amends several provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and the Paycheck Protection Program (PPP).

• Alternative Loan Options For Certain Small Businesses, Non-Profits and Landlords in New York State
  

  For certain small businesses, non-profits and landlords who did not receive a Paycheck Protection Program loan or an Economic Injury Disaster Loan from the Small Business Administration, New York State is making available loans under the New York Forward Loan Fund (NYFLF). The NYFLF is a new economic recovery loan program aimed at supporting New York State’s small businesses, non-profits and landlords as they reopen after the COVID-19 outbreak and New York State on PAUSE.

• New York City Council Passes Suspension of Personal Guarantees for Certain Commercial Tenants
  

  On May 26, 2020, New York City Mayor Bill de Blasio signed the City Council’s bill No.1932-A (the Personal Liability Bill). The Personal Liability Bill adds a new section 22-1005 to the administrative code of the City of New York, suspending the enforcement of personal liability provisions for certain commercial tenants affected by the COVID-19 crisis.

• SBA Releases Additional PPP Loan Review Guidance
  

  On May 22, 2020, the Small Business Administration (SBA), in consultation with the U.S. Department of Treasury, published an interim final rule (the Review Guidance) to supplement previous Paycheck Protection Program (PPP) loan forgiveness guidance. The Review Guidance is intended to establish the standards by which the SBA will investigate whether a loan met program requirements and the circumstances under which it will be released from liability on a guarantee for such a loan.

• Main Street Loans: How Much May a Company Borrow?
  

  Federal Reserve Chairman Jerome Powell announced on May 19, 2020, before a Senate Committee that the Main Street Lending Program (Program) is anticipated to be launched around the end of May. Prospective borrowers should be preparing for making loan applications with participating lenders when the Program commences.

• SBA Releases Additional PPP Loan Forgiveness Guidance
  

  On May 22, 2020, the Small Business Administration, in consultation with the U.S. Department of Treasury, published an interim final rule to supplement previous Paycheck Protection Program loan forgiveness guidance.

• Eligibility Requirements for Federal Reserve’s Main Street Lending Program
  

  Federal Reserve Chairman Jerome Powell announced on May 19, 2020, before a Senate Committee that the Main Street Lending Program (Program) is anticipated to be launched around the end of May. Prospective borrowers should be preparing for making loan applications with participating lenders when the Program commences.

• SBA Releases PPP Loan Forgiveness Application and Instructions
  

  On May 15, 2020, the Small Business Administration, in consultation with the U.S. Department of Treasury released the Paycheck Protection Program (PPP) Loan Forgiveness Application (the Forgiveness Application) and detailed instructions for the Forgiveness Application. To apply for PPP loan forgiveness, the borrower must complete the Forgiveness Application and submit the completed application and required documentation to its lender.

• SBA Extends Good Faith Certification Safe Harbor Until May 18, 2020 and Loan Increases for Certain Partnerships
  

  Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.
  As the PPP went into immediate effect without the standard comment period, the SBA continues to issue additional guidance in the form of Frequently Asked Questions (FAQs) and responses as well as Interim Final Rules (IFRs). The most recently updated FAQs, current as of May 13, 2020, are available here and the most recently issued IFRs are available here. Importantly, the U.S. government will not challenge lender PPP actions that conform to the FAQs, and to IFRs and any subsequent rulemaking in effect at the time.

• SBA Issues Additional Guidance on Good Faith Certification
  

  Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.

• New York Extends Moratorium on Evictions and Tolling of Statute of Limitations
  

  On May 7, 2020, New York State Governor Andrew Cuomo signed Executive Order No. 202.28 (the Executive Order), extending the existing moratorium on evictions and foreclosures for an additional 60 days. The Executive Order also extended time periods set forth in certain prior executive orders, including tolling all statutes of limitations until June 6, 2020.

• SBA Issues Additional FAQ on Paycheck Protection Program
  

  Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.

• Getting your Life and Estate Planning Documents in Order during a Health Crisis
  

  As the world searches for a new normal, it is more important than ever to make sure that the interests of you and your loved ones are properly protected. We have compiled the below list of the basic life and estate planning documents that we recommend every adult (individuals over 18) have in place.

• Revisions Announced to Main Street Lending Program
  

  The U.S. Federal Reserve announced revisions to the Main Street Lending Program to facilitate lending to small and medium-sized businesses by eligible lenders. The U.S. Department of Treasury, using funds appropriated under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) will invest $75 billion in a special purpose vehicle (SPV) established by the Board of Governors of the Federal Reserve, which, along with a loan commitment from the Federal Reserve to the SPV, will enable up to $600 billion in new financing for eligible small and mid-sized businesses.

• The Paycheck Protection Program – Additional Guidance
  

  Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.
  As the PPP went into immediate effect without the standard comment period, the SBA continues to issue additional guidance in the form of Frequently Asked Questions (FAQs) and responses. Importantly, the government will not change actions that borrowers and lenders take consistent with the guidance in effect at the time.

• The U.S. Department of Treasury Issues Updated Guidance on Borrower Certification
  

  On April 23, 2020, the U.S. Department of Treasury (Treasury) issued an updated FAQ (the Updated Guidance) with one additional Q and A (Q31) that addresses the required certification that “current economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant.” The Updated Guidance emphasizes that a borrower must assess its economic need for a PPP loan at the time of its application in addition to reviewing applicable affiliation rules to determine eligibility.

• Federal Government Passes Act Providing Additional PPP and EIDL Funding – What Businesses Should Know
  

  The Paycheck Protection Program and Health Care Enhancement Act (the Enhancement Act) was passed on April 24, 2020, and provides $484 billion in additional funding. Critically, the Enhancement Act includes additional funding for the Paycheck Protection Program (PPP) and the Emergency Injury Disaster Loan program (EIDL), both of which had run out of funding.

• The Paycheck Protection Program – How to Obtain Forgiveness of Your Loan and Answers to Commonly Asked Questions
  

  Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), a newly created loan program intended to allow employers to continue to pay their employees and assist with certain other expenses.

• Our Top 10 Legal Alerts from 2019
  

  As we start a new year, we would like to share with you some of our most popular legal alerts from 2019.

  Our top-read alerts range from construction, labor & employment, tax, immigration, trusts & estates, cooperatives & condominiums, real estate, corporate & securities, litigation and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been valuable to you and your colleagues, and demonstrate our commitment to providing helpful information to you.

• How The SECURE Act Will Affect Your Retirement Accounts
  

  The SECURE Act was enacted into law. It is effective on January 1, 2020. The Act makes significant changes to the existing landscape of retirement accounts.

• Death, Taxes and Qualified Opportunity Funds
  

  Investing in a Qualified Opportunity Fund (QOF) may be attractive to many taxpayers, but older investors may be concerned with the possibility that they may pass away while holding the QOF investment and what that will mean for their estates and heirs.

• Tarter Krinsky & Drogin’s Top 10 Legal Alerts from the First Half of 2019
  

  As we head into summer, we would like to share with you some of our most popular legal alerts from the first half of 2019.

  Our top-read alerts range from construction, labor and employment, tax, corporate and securities, immigration, cooperatives and condominiums, commercial leasing, real estate, litigation and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been valuable to you and your colleagues, and demonstrate our commitment to providing helpful information to you.

• Our Top 10 Legal Alerts from 2018
  

  As we start a new year, we would like to share with you some of our most popular legal alerts from 2018. Our top-read alerts range from construction, corporate and securities, labor and employment, tax and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been valuable to you and your colleagues, and demonstrate our commitment to providing helpful information to you.

• Proposed Regulations Put the Opportunity in Qualified Opportunity Zones
  

  One of the positive developments resulting from the 2017 tax legislation has been offering taxpayers a limited-time opportunity to defer gain on the sale of assets, reduce the gain when finally recognized and even eliminate gain on certain new investments. This is all made possible under the 2017 Tax Act by investing in "Qualified Opportunity Zones," a new provision that allows taxpayers to free up capital gains and reinvest those gains in economically distressed census tracts.

• There's a Tax-Savings Opportunity in Qualified Opportunity Zones
  

  The 2017 Tax Act is offering a limited-time opportunity for taxpayers to defer gain on the sale of assets, reduce the gain when finally recognized and even eliminate gain on certain new investments. This is all made possible under the 2017 Tax Act by investing in "Qualified Opportunity Zones," a new provision that allows taxpayers to free up capital gains and reinvest those gains in economically distressed communities. Learn more about the intricacies of these tax benefits.

• Supreme Court Says Remote Taxation Is Permitted: Online Sellers Must Collect State Taxes
  

  In a closely watched case involving South Dakota’s 2016 law requiring the collection of state sales tax by out of state retailers who have no physical presence in the state, in a 5 to 4 decision, the Supreme Court yesterday decided to overturn two of its older decisions prohibiting the practice in South Dakota v. Wayfair, Inc. No. 17-494. Many states have been waiting for this decision and are likely to pass their own remote taxation laws, and online sellers will then need to collect and remit tax to each such state.

• Tax Debtors Could Lose U.S. Passports Under New Law
  

  On December 3, 2015, the "Fixing America's Surface Transportation Act" (FAST ACT) was passed by Congress and signed into law on December 4, 2015. An important, but widely overlooked provision of the law, which went into effect on January 1, 2018, is the provision by which the U.S. government may revoke or deny the U.S. passport of an individual with a "seriously delinquent tax debt."

• Pass-Through Income - What's All the Fuss About?
  

  The new year brings new tax laws, and one of the most prominent changes for many will be a new deduction for pass-through income.

• Article by Andrew Ben-Ami on Significant Upcoming IRS Audit Rule Changes for Partnerships and LLC’s Featured in Wealth Strategies Journal
  

  Wealth Strategies Journal featured an article by Tax partner Andrew Ben-Ami that discusses significant IRS rule changes for partnerships and LLC’s that are certain to go into effect next year. The article examines how those changes will impact the 2018 tax year and present owners with new decisions about how to handle IRS audits and any adjustments that may be required. Andrew recommends that every partnership and LLC should consider revising their agreements to adapt to the new rules since failure to do so not only may lead to disputes among partners, but could also impact buyers and sellers of partnership interests.

• Is Your Partnership Ready for IRS Audit Changes?
  

  Businesses across the nation are buzzing about Congressional action on tax reform - action that may not even occur. And yet, many partnerships and limited liability companies (LLCs) have not yet delved into significant IRS audit rule changes that are certain to go into effect next year. The changes, which will impact the 2018 tax year for partnerships and LLCs, will present owners with new decisions about how to handle IRS audits and any adjustments that may be required.

• Supreme Court Rules that 401(k) Plan Sponsors Have an Ongoing Duty to Monitor Investments (Tibble v. Edison)
  

  The Supreme Court unanimously decided that separate and apart from the selection of investment choices, a retirement plan fiduciary has a "continuing duty" to monitor investments and remove imprudent ones.

• IRS Announces New Audit Initiative: Compliance Review Strongly Recommended to Avoid Severe Adverse Tax Consequences
  

  The Internal Revenue Service (IRS) recently announced that it will begin conducting focused audits aimed at determining compliance with Internal Revenue Code Section 409A.   Section 409A is a complex and easily overlooked provision of the tax law which can result in draconian penalties.  For this reason, we strongly recommend that our clients become familiar with the law, and review their existing documents now to avoid these penalties.