Allison R. Lane

Allison Lane has over eighteen years’ experience and concentrates her practice in the areas of real estate, financing and business law.

Mrs. Lane’s areas of practice includes:

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Nicholas C. Lipresti

Mr. Lipresti is a transactional attorney concentrating his practice in corporate, business, commercial lending, and finance law. His practice focuses on negotiating and closing joint ventures, mergers and acquisitions (buyers and sellers), asset dispositions, securities issuances and other capital raises, recapitalizations, restructurings, buyouts and takeouts as well as various types of business and real estate financings (ranging from venture and private equity to asset- and property-backed bank financings).

He prepares and negotiates term sheets, LOIs, purchase (asset and equity) agreements, profit sharing plans, operating agreements, buyer/seller agreements, shareholder agreements, employment agreements, confidentiality/non-disclosure agreements, and private placement memoranda. Mr. Lipresti has considerable experience preparing private placement memoranda and other offering documents for equity issuances and syndications as well as compliance with federal and state “blue sky” securities laws.

As a member of the Banking & Finance Group, Mr. Lipresti represents commercial lenders and borrowers in connection with commercial real estate financings, asset-based financings and lines of credit, project financings, tax credit financings, subordinated and senior debt transactions, convertible/preferred equity structured finance and loan assumptions. He regularly counsels financial institutions and borrowers in the drafting and negotiation of loan documentation including loan agreements, notes, mortgages/deeds, security pledges, guarantees, and subordination agreements.

Mr. Lipresti also provides outside general counsel to closely held businesses from startups to established companies, as well as non-profit organizations and entities in workout situations. He assists clients with organizational and entity planning, strategic advice, resolution of conflicts among owners, executive employment matters and ongoing corporate counseling.

Mr. Lipresti’s areas of practice includes:

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We have committed ourselves to assisting our clients in making well-informed, productive and ultimately successful decisions on all issues that come before them.

We take pride in on our ability to provide each client with the attention to detail and high level of service that their transactions require, while at the same time providing practical and business-oriented advice and solutions.

Current News and Events

  • End of Year Tax Update

    The Tax Cuts and Jobs Act of 2017, signed into law by President Trump on December 22nd, 2017 (the “Tax Cuts and Jobs Act”), added Code Section 199A to the Internal Revenue, which provides for up to a 20% deduction applicable to pass- through income, including income from S-Corps, partnerships, and sole proprietorships. Given this new deduction, it is within an owner of a passthrough’s interest to maximize what the IRS refers to as Qualified Business Income (“QBI”) which is defined as income net of any deductions or losses from a qualified business or trade, including any wages paid by the pass-through entity. The IRS requires that shareholders of S-Corps who perform services for the S-Corp must have a portion of their distributive share from the S-Corp and other payments be classified and treated as wages so that the amounts are reasonable compensation for services rendered. Consequently, all S-Corp shareholders who perform services for the S-Corp must receive reasonable wages which will necessarily reduce the amount of QBI available for the 20% deduction provided by §199A.

    In order to remedy this potentially disadvantageous side-effect of being organized or treated as an S-Corp, it might be advisable, depending on taxable income, for entities to consider changing their taxable form to partnerships or sole proprietorships, as these types of entities are not required to compensate service providing shareholders with reasonable wages. Such a switch will affect many other tax elements, such as self-employment tax and Medicare tax liability. Furthermore, various states tax law regimes have laws specific to pass-through entities that may or may not be applicable depending on the structure of the entity. Because such a structural change will affect how income to individual shareholders is taxed at a statewide level, as well as at a federal level, it is highly recommended that tax advisors and counsel be consulted to determine the most tax efficient manner for taking full advantage of the §199A 20% income deduction. To take advantage of accelerated depreciation and expensing of certain business related assets, read the full update. Read More

  • Investment in Opportunity Zones

    In December 2017, President Trump signed The Tax Cuts and Jobs Act into law enacting a national Opportunity Zone program designed to provide significant real estate and other investors significant federal tax incentives to invest in 8,700 historically distressed, state-designated neighborhoods throughout the United States. Specifically, the federal tax incentives provided through the Opportunity Zone program may permit an investor not only to defer present taxation on any of its currently realized and recognized capital gains, but also to reduce the actual amount of capital gains ultimately realized in the future. In addition, for certain investments held for more than 10 years, any and all gains on such investment amounts will be 100% tax-free for federal income tax purposes, to the extent initially comprised of deferred capital gains. Read our client update todayDisclaimer: You should not act or rely on any information at this website without seeking the advice of an attorney. The determination of whether you need legal services and your choice of a lawyer are very important matters that should not be based on websites or advertisements.  Read More

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