ALI-ABA Publishes Al Martins Buy-Sell Agreements and Section 409A


Lathrop Gage attorney Alson Martin (Corporate & General Business - Overland Park) is a featured author in the Fall 2009 issue of The Practical Tax Lawyer, an ALI-ABA publication. His piece, "Buy-Sell Agreements And Section 409A (With Sample Provisions)" addresses the numerous complexities of deferred compensation in buy-sell transactions.

"A service provider is deemed to be providing significant services to two or more such service recipients for this purpose if the revenues generated from the services provided to any service recipient or group of related service recipients during the tax year do not exceed 70 percent of the total revenues generated by the service provider from the trade or Business," Mr. Martin writes. "In addition, the final regs adopt another safe harbor which provides that a service provider that has actually met the 70 percent threshold in the three immediately previous years is deemed to meet the 70 percent threshold for the current year, if at the time the amount is deferred the service provider does not know or have reason to anticipate that he will fail to meet the threshold in the current year. Treas. Reg. §1.409A-1(f)(2)(iii)."

Mr. Martin is a recognized national authority in the fields of business law, taxation, health care, and retirement plans. He serves as general counsel for over 300 privately owned businesses. Mr. Martin has represented numerous purchasers and sellers of businesses in negotiating, structuring and closing numerous transactions, including management investors involved in taking companies private; the sale of stock, assets, mergers, acquisitions, spin-offs and split-ups and; multiple joint ventures, creation and representation of ambulatory surgery centers, specialty hospitals, and other health care entities.

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