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How Tax Works

@howtaxworks.bsky.social
100 followers 1 following 104 posts

A podcast about how tax (law) works and how tax (law) doesn't work (because there are misconceptions) from @ForemanTaxLaw.com and FRB Law. Not legal advice; attorney advertising. Lyrically I’m Mario Andretti on the mo-mo.

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How Tax Works @howtaxworks.bsky.social · 28/09/2026
Episode 62: Comments Tax Lawyers Overhear While on Vacation frblaw.com/podcast/comm...
frblaw.com
Comments Tax Lawyers Overhear While on Vacation - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 62 of How Tax Works, Matt Foreman analyzes the kinds of things that tax lawyers overhear that are often misunderstandings of tax law, and how to think about answering questions about them, ...
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How Tax Works @howtaxworks.bsky.social · 14/09/2026
In episode 61* of How Tax Works, I discuss whether and when a Simple Agreement for Future Equity (SAFE) is Qualified Small Business Stock (QSBS). Listen here: frblaw.com/podcast/the-...
frblaw.com
The Intersection of Qualified Small Business Stock (QSBS) and Simple Agreements for Future Equity (SAFE) - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 61 of How Tax Works, Matt Foreman discusses Simple Agreements for Future Equity (SAFE), the debt-like and equity-adjacent agreement that could, maybe, perhaps be equity in certain circumsta...
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How Tax Works @howtaxworks.bsky.social · 01/09/2026
Episode 60: 83(b) Elections: When Can You Make One, When Can’t You Make One, And What Are Common Misconceptions? Here are the links: FRB Page: frblaw.com/podcast/sect...
frblaw.com
Section 83(b) Elections: When Can You Make One, When Can’t You Make One, And What Are Common Misconceptions? - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 60 of How Tax Works, Matt Foreman discusses equity grants, 83(b) elections, and common misconceptions with 83(b) elections.  Listen to the episode here:    Follow us on Bluesky: @howtaxwork...
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How Tax Works @howtaxworks.bsky.social · 18/08/2026
Episode 59 Substantial Economic Effect and Section 704(b) of the Internal Revenue Code Here are the links: frblaw.com/podcast/subs...
frblaw.com
Substantial Economic Effect and Section 704(b) of the Internal Revenue Code - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 59 of How Tax Works, Matt Foreman discusses allocations and distributions, and the requirement that the allocations have Substantial Economic Effect, which is broken into two parts, (i) tha...
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How Tax Works @howtaxworks.bsky.social · 03/08/2026
Episode 58: Zhang, Farhy, and Penalties for Late Filed Forms 3520, 3520-A, 5471, and 5472. Listen here: frblaw.com/podcast/pena...
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How Tax Works @howtaxworks.bsky.social · 20/07/2026
Episode 57: New York’s Pied-a-Terre tax: frblaw.com/podcast/new-...
frblaw.com
New York’s Pied-a-Terre Tax - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 57 of How Tax Works, Matt Foreman discusses New York City’s brand new Pied-a-terre tax, outlining some of its most interesting points and potential audit issues. Listen to the episode here:...
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How Tax Works @howtaxworks.bsky.social · 07/07/2026
Episode 56 The Curious Case of Kwong (and Adbo), and the Abatement of Interest and Penalties Listen here: frblaw.com/podcast/the-...
frblaw.com
The Curious Case of Kwong (and Adbo), and the Abatement of Interest and Penalties - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 56 of How Tax Works, Matt Foreman discusses Kwong v. United States, 179 Fed. Cl. 382 (2025), specifically whether interest and penalties must be abated, plus bonus commentary about whether ...
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How Tax Works @howtaxworks.bsky.social · 22/06/2026
Episode 55 Entity Selection Part II: Payroll Taxes in the Era of Soroban Capital Partners and Sirius Solutions Here are the links: frblaw.com/podcast/enti...
frblaw.com
Entity Selection Part II: Payroll Taxes in the Era of Soroban Capital Partners and Sirius Solutions - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 55 of How Tax Works, Matt Foreman discusses S Corps (again), the viability of the GP/LP structure, the Fifth Circuit’s decision in Sirius Solutions, and the future of section 1402(a)(13) of...
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How Tax Works @howtaxworks.bsky.social · 08/06/2026
Episode 54 Substance v. Form Part III: Project Soy and the Economic Substance Doctrine Listen here: frblaw.com/podcast/subs...
frblaw.com
Substance v. Form Part III: Project Soy and the Economic Substance Doctrine - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 54 of How Tax Works, Matt Foreman discusses the wonderfully-named Project Soy (Liberty Global v. U.S., No. 23-1410), the economic substance doctrine, GILTI, and why citing Helvering v. Greg...
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How Tax Works @howtaxworks.bsky.social · 26/05/2026
Episode 53: Cannabis, 280E, and (sort of) Rescheduling frblaw.com/podcast/cann...
frblaw.com
Cannabis, 280E, and (sort of) Rescheduling - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 53 of How Tax Works, Matt Foreman discusses the state of the taxation of Cannabis, how section 280E works, how to mitigate its effects, and why 471(c) isn’t a panacea.
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How Tax Works @howtaxworks.bsky.social · 11/05/2026
At least once a week, I get questions about converting to a C Corp to take advantage of the QSBS/1202 exclusion... and I often explain to them that they will have a lower tax bill if they remain as a pass-through. Episode 52: frblaw.com/podcast/qsbs...
frblaw.com
QSBS Part VI: Why You Probably Shouldn’t Try to Qualify for the Exclusion Under Section 1202 of the IRC - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 52 of How Tax Works, Matt Foreman discusses why too many people are becoming too focused on the exclusion for QSBS, why many businesses shouldn’t bother restructuring to get QSBS, and the p...
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How Tax Works @howtaxworks.bsky.social · 28/04/2026
In Episode 51: Theft, Scam, and Casualty Losses Here are the links: FRB Page: frblaw.com/podcast/thef...
frblaw.com
Theft, Scam, and Casualty Losses - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 51 of How Tax Works, Matt Foreman discusses theft losses under section1 165 of the IRC, including pig butchering, rug pulls, and Ponzi schemes, discussing whether the losses are deductible ...
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How Tax Works @howtaxworks.bsky.social · 13/04/2026
Episode 50 of How Tax Works: Ferraris, Montana LLCs, and Use Taxes(?): Come for the 100% true story of a youtuber getting arrested for tax evasion... and then posting about it on youtube. Listen here: frblaw.com/podcast/ferr...
frblaw.com
Ferraris, Montana LLCs, and Use Taxes - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 50 of How Tax Works, Matt Foreman discusses Al Capone, bad tax advice from the internet, and a sports car, which is a mixture of that led to the arrest of a youtuber. Listen to the episode ...
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How Tax Works @howtaxworks.bsky.social · 31/03/2026
Episode 49: Hobby Loss rules under IRC 183: frblaw.com/podcast/hobb...
frblaw.com
Hobby Losses and How They Are Limited - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 49 of How Tax Works, Matt Foreman discusses hobby losses, which are a significant and often underappreciated limitation on the ability to deduct losses based on the taxpayer’s profit motive...
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How Tax Works @howtaxworks.bsky.social · 16/03/2026
Episode 48: Unrelated Business Taxable Income (UBTI). Pasta factories, a snide comment about Columbia Law, and why colleges love to own real estate... as long as there isn't too much debt. Click the link! frblaw.com/podcast/unre...
frblaw.com
Unrelated Business Taxable Income - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 48 of How Tax Works, Matt Foreman discusses Unrelated Business Taxable Income (UBTI), which is what can happen when nonprofit entities earn income from their operations, investments, and ot...
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How Tax Works @howtaxworks.bsky.social · 02/03/2026
Episode 47: Substance Versus Form, Part II: The Step Transaction Doctrine frblaw.com/podcast/subs...
frblaw.com
Substance Versus Form, Part II: The Step Transaction Doctrine - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 47 of How Tax Works, Matt Foreman continues his discussion of substance versus form issues, focusing on the Step Transaction Doctrine, discussing the three tests and how they’re used and mi...
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How Tax Works @howtaxworks.bsky.social · 17/02/2026
Episode 46: Substance v. Form, Part I: The Economic Substance Doctrine (with bonus Wheel of Fortune reference): frblaw.com/podcast/subs...
frblaw.com
Substance Versus Form, Part I: The Economic Substance Doctrine - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 46 of How Tax Works, Matt Foreman begins his discussion of substance versus form issues, beginning with the Economic Substance Doctrine, from its beginnings in case law to its codification ...
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How Tax Works @howtaxworks.bsky.social · 02/02/2026
Episode 45: Stock Sales Taxed as Asset Sales Listen here: frblaw.com/podcast/stoc...
frblaw.com
Stock Sales Taxed as Asset Sales - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 45 of How Tax Works, Matt Foreman discusses how to have stock sales taxed as asset sales by using F Reorganizations, selling wholly-owned subsidiaries, and elections under 336(e) and 338(h)...
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How Tax Works @howtaxworks.bsky.social · 22/01/2026
Episode 44: Common Mistakes and Misconceptions Regarding Qualified Small Business Stock (QSBS) under section 1202 frblaw.com/podcast/comm...
frblaw.com
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How Tax Works @howtaxworks.bsky.social · 05/01/2026
Episode 43: 704(c) Allocations. Listen here: frblaw.com/podcast/allo... BuzzSprout: www.buzzsprout.com/admin/237225... Spotify: open.spotify.com/episode/2o7Z... Apple Podcasts: podcasts.apple.com/us/podcast/a... Amazon Podcasts: music.amazon.com/podcasts/968...
frblaw.com
Allocations under IRC 704(c) - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 43 of How Tax Works, Matt Foreman discusses the three allowable methods Traditional, Traditional with Curative Allocations, and Remedial; the Ceiling Rule problem and how each method create...
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How Tax Works @howtaxworks.bsky.social · 22/12/2025
Episode 42 Offers in Compromise (OIC) frblaw.com/podcast/offe...
frblaw.com
Offers in Compromise (OIC) - How Tax Works - Falcon Rappaport & Berkman LLP
In episode 42 of How Tax Works, Matt Foreman discusses the often misunderstood Offer in Compromise process, focusing on what types of OICs are likely to get accepted and the different reasons to reque...
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How Tax Works @howtaxworks.bsky.social · 08/12/2025
🚨Episode 41🚨 Payment Plans and Penalty Abatement frblaw.com/podcast/paym...
frblaw.com
Payment Plans and Penalty Abatement - Falcon Rappaport & Berkman LLP
In episode 41 of How Tax Works, Matt Foreman gives an overview of what taxpayers and their advisors should do and expect when they owe money and want to pay it off over time, while trying to lower the...
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How Tax Works @howtaxworks.bsky.social · 24/11/2025
Now Episode 40 What You Should Do If Your Audit Goes Poorly and You Need to Litigate? frblaw.com/podcast/what...
frblaw.com
What You Should Do If Your Audit Goes Poorly and You Need to Litigate? - Falcon Rappaport & Berkman LLP
In episode 40 of How Tax Works, Matt Foreman continues his discussion of tax controversy, discussing appeals and litigation, focusing on timing, audit risk, and other related issues. Listen to the epi...
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How Tax Works @howtaxworks.bsky.social · 24/11/2025
Two weeks late, but Episode 39: Episode 39 What Should You Do If You Get Audited by the IRS (or State Revenue Agency)? frblaw.com/podcast/what...
frblaw.com
What Should You Do If You Get Audited by the IRS (or State Revenue Agency)? - Falcon Rappaport & Berkman LLP
In episode 39 of How Tax Works, Matt Foreman discusses what you should do if you get audited, including discussing the process of an audit, how to politely push back, and why you should never, ever ig...
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How Tax Works @howtaxworks.bsky.social · 27/10/2025
Episode 38: Updates to Qualified Small Business Stock (IRC 1202) and R&E Expensing Under OBBBA (IRC 174 and new 174A). Also, I discuss how OBBBA should be pronounced (real answer, no gimmicks): frblaw.com/podcast/upda...
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How Tax Works @howtaxworks.bsky.social · 24/10/2025
Next two episodes are outlines and will be recorded next week. Tax audits & litigation.
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How Tax Works @howtaxworks.bsky.social · 14/10/2025
Episode 37: If You Win the Lottery, the First Thing You Should Do Is… Call a Tax Lawyer? frblaw.com/podcast/if-y...
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How Tax Works @howtaxworks.bsky.social · 30/09/2025
Episode 36: Grouping and Separate Activities Under 469 of the IRC Listen here: frblaw.com/podcast/grou... Spotify open.spotify.com/episode/4Bzh... Apple Podcasts: podcasts.apple.com/us/podcast/g... Amazon Podcasts: music.amazon.com/podcasts/968... BuzzSprout: www.buzzsprout.com/admin/237225...
frblaw.com
Grouping and Separate Activities Under Section 469 of the Internal Revenue Code - Falcon Rappaport & Berkman LLP
In episode 36 of How Tax Works, Matt Foreman discusses grouping elections for the passive activity loss limitations, which are also generally applicable for sections 465 (at-risk limitations), 199A (q...
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How Tax Works @howtaxworks.bsky.social · 15/09/2025
Episode 35: The Installment Method Under Section 453 (and 453A!) of the IRC frblaw.com/podcast/the-...
frblaw.com
The Installment Method Under Section 453 of Internal Revenue Code - Falcon Rappaport & Berkman LLP
In episode 35 of How Tax Works, Matt Foreman discusses sales where payment is over a number of years, with additional discussions of interest payments due to large notes and interaction with 1031 exch...
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How Tax Works @howtaxworks.bsky.social · 02/09/2025
Episodes 33 and 34: Can AI Replace Tax Lawyers? Part I: frblaw.com/podcast/can-... Part II: frblaw.com/podcast/can-...
frblaw.com
Can AI Replace Tax Lawyers? (Part I) - Falcon Rappaport & Berkman LLP
In episode 33 of How Tax Works, Matt Foreman evaluates human and AI answers to a straightforward tax question, seeking to (somewhat) answer the question of whether AI can replace or augment tax lawyer...
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How Tax Works @howtaxworks.bsky.social · 18/08/2025
Episode 32: NFL is exchanging NFL Network (and Red Zone!) for a 10% equity stake in ESPN. How could that work from a tax perspective? frblaw.com/podcast/how-...
frblaw.com
How I Think the ESPN and NFL Deal is Structured - Falcon Rappaport & Berkman LLP
In episode 32 of How Tax Works, Matt Foreman discusses the tax structure of the recently announced deal where the NFL is exchanging NFL Network and Redzone for a 10% equity stake in ESPN. Listen to th...
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How Tax Works @howtaxworks.bsky.social · 11/08/2025
I’m ready to record the next few episodes, including a two-parter on how well (or poorly) AI does with tax law.
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How Tax Works @howtaxworks.bsky.social · 04/08/2025
Real Estate Investors and the Passive Activity Loss Rules under IRC 469: Listen here: frblaw.com/podcast/real...
frblaw.com
Real Estate Investors and the Passive Activity Loss Rules under IRC 469 - Falcon Rappaport & Berkman LLP
In Episode 31 of How Tax Works, Matt Foreman revisits the passive activity loss limitation rules that he discussed in Episode 13—but from the view of real estate investors. The episode focuses on the ...
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How Tax Works @howtaxworks.bsky.social · 01/08/2025
Legit excited for the episode that’s coming out on Monday. A deep dive on IRC 469 (passive activity loss limitations) for real estate.
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How Tax Works @howtaxworks.bsky.social · 21/07/2025
Episode 30: Gambling losses, whether something is a gift (or taxable income!), whether an asset is inventory or a capital asset, and closing with a discussion of Broadway producer George M. Cohan’s contribution to tax law. frblaw.com/podcast/famo...
frblaw.com
Famous and Important Tax Cases: Part II - Falcon Rappaport & Berkman LLP
In episode 30 of How Tax Works, Matt Foreman continues his discussion of important and relevant tax cases, discussing gambling losses, whether something is a gift, whether an asset is inventory or a c...
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How Tax Works @howtaxworks.bsky.social · 07/07/2025
Episode 29: Tax cases you should know! Gregory (whether there is a patriotic duty to increase one's taxes); Eisner v. Macomber (stock dividends); Danielson (substance v form); Arrowsmith (ordinary v capital, not the band); and Orrisch (subK capital accounts): frblaw.com/podcast/famo...
frblaw.com
Famous and Important Tax Cases: Part I - Falcon Rappaport & Berkman LLP
In episode 29 of How Tax Works, Matt Foreman discusses important and relevant tax cases, noting that there might be a patriotic duty to pay your taxes due, the power of substance versus form arguments...
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How Tax Works @howtaxworks.bsky.social · 24/06/2025
Recorded along with 31, which discusses
Passive activity loss rules for real estate professionals IRC 469 rental
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How Tax Works @howtaxworks.bsky.social · 23/06/2025
It’s go time
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How Tax Works @howtaxworks.bsky.social · 23/06/2025
Episode 28: Family Offices (which doesn't require a family at all!): frblaw.com/podcast/fami...
frblaw.com
Family Offices - Falcon Rappaport & Berkman LLP
In Episode 28 of How Tax Works, Matt Foreman discusses Family Offices, focusing on purpose, structure, and why they’re the perfect solution for booking a family vacation to Monaco. Listen to the episo...
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How Tax Works @howtaxworks.bsky.social · 20/06/2025
Episodes 29 and 30 are ready to be recorded. What will I discuss? Oh, it’s gonna be goooooood.
Gregory, Frank Lyon, Alstores, Danielsom, Groetzinger, Arrowsmith, Orrisch, Eisner v. Macomber, Crane, Tufts, Biedenharn, Corn Products, Arkansas Best, Mueller Pasta, Tobey, Grodt & McKay, Duberstein, Cohan.
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How Tax Works @howtaxworks.bsky.social · 18/06/2025
Episode 28 out on Monday: Family Offices
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How Tax Works @howtaxworks.bsky.social · 10/06/2025
Episode 27: F Reorgs Part Deux: Listen here: frblaw.com/podcast/f-re... Spotify: open.spotify.com/episode/0J1a... Apple Podcasts: podcasts.apple.com/us/podcast/f... Amazon Music: music.amazon.com/podcasts/968...
frblaw.com
F Reorgs Redux - Falcon Rappaport & Berkman LLP
In episode 27 of How Tax Works, Matt Foreman discuss what to do when you’ve made a S election and might have some remorse, need to restructure, or need to sell part of the business. Listen to the epis...
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How Tax Works @howtaxworks.bsky.social · 28/05/2025
Episode 26: Now I know my ABCs next time won't you undertake an acquisitive reorganization with me? Here: frblaw.com/podcast/abcs... Also Spotify: open.spotify.com/episode/7uw7... Apple Podcasts: podcasts.apple.com/us/podcast/a... Amazon Music: music.amazon.com/podcasts/968...
frblaw.com
ABCs of A, B, and C Reorganizations - Falcon Rappaport & Berkman LLP
In episode 26 of How Tax Works, Matt Foreman discusses how to ensure mergers and acquisitions are tax-free, why it’s not always best to squeeze into tax-free status, general requirements, and common i...
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How Tax Works @howtaxworks.bsky.social · 12/05/2025
Episode 25: Partnership Divisions, or I used to love you but now I hate you: frblaw.com/podcast/part... Also: Spotify: open.spotify.com/episode/1x8J... Apple Podcasts: podcasts.apple.com/us/podcast/p... Amazon Music: music.amazon.com/podcasts/968...
open.spotify.com
Partnership Divisions
How Tax Works · Episode
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How Tax Works @howtaxworks.bsky.social · 10/05/2025
Episode 25 (partnership divisions) is done and will be released on Monday. Episode 26 (A B C Reorgs) is outlined and will be recorded on Tuesday. About to start outlining Episode 27, which is about (look at the picture)
How Tax Works Episode 27: What to do after you made a S election and now regret your decision
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How Tax Works @howtaxworks.bsky.social · 28/04/2025
Episode 24: Divisive Reorganizations (368(a)(1)(F) and 355): frblaw.com/podcast/divi... Spotify: open.spotify.com/episode/53yU... Apple Podcasts: podcasts.apple.com/us/podcast/d... Amazon Music: music.amazon.com/podcasts/968...
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How Tax Works @howtaxworks.bsky.social · 15/04/2025
Episode 23: WHAT THE F IS A F REORG!?!??? frblaw.com/podcast/what...
frblaw.com
What the F is a F Reorg? - Falcon Rappaport & Berkman LLP
In Episode 23 of How Tax Works, Matt Foreman discusses the five W’s of F Reorgs: Who needs one, What they do (and don’t do), When they’re necessary, Where the foot faults lie, and Why you need to be c...
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How Tax Works @howtaxworks.bsky.social · 02/04/2025
Recording tomorrow: WHAT THE F IS A F REORG
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How Tax Works @howtaxworks.bsky.social · 01/04/2025
The last vestige of Enron is the tax (and loss of business deduction!) on "excess parachute payments", or as they're more commonly known, Golden Parachutes. Episode 22 here: frblaw.com/podcast/gold...
frblaw.com
Golden Parachutes - Falcon Rappaport & Berkman LLP
In Episode 22 of How Tax Works, Matt Foreman discusses Golden Parachutes under section 280G, which may sound like a fun thing to have, but they likely result in the highest effective income tax rates....
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How Tax Works @howtaxworks.bsky.social · 18/03/2025
Should foreign persons own US LLCs? Probably not. Episode 21 here: frblaw.com/podcast/why-... Also Spotify: open.spotify.com/show/59mZSlM... Apple Music: podcasts.apple.com/us/podcast/w... Amazon Podcasts: open.spotify.com/show/59mZSlM...
open.spotify.com
How Tax Works
Podcast · Falcon Rappaport & Berkman LLP · Join host Matthew Foreman, Co-Chair of Falcon Rappaport & Berkman’s Taxation Practice Group, on "How Tax Works," a podcast attempting to unravel the complexi...
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