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- RE: Follow Up from teleconference last week
- Email-ID 1458921
- Date 2011-06-10 19:41:29
- From sf@feldhauslaw.com
- To kuykendall@stratfor.com, rob.bassetti@stratfor.com, hsparkman@roriesparkman.com, drorie@roriesparkman.com
- Holly,
- I guess I don't understand the IRS and GAAP concerns. It seems to me that
- we are going to have to account for these expenses in any event, so I
- don't how GAAP is relevant, and I would think that this structure makes us
- more, not less, susceptible to an IRS attack. Let's discuss early next
- week.
- Best,
- Steve
- CIRCULAR 230 NOTICE
- In accordance with Treasury Regulations, please note that any tax advice
- given herein (and in any attachments) is not intended or written to be
- used, and cannot be used by any taxpayer, for the purpose of (i) avoiding
- tax penalties or (ii) promoting, marketing or recommending to another
- party any transaction or matter addressed herein.
- This e-mail and any attachments may contain confidential information
- belonging to the sender which is legally privileged. The information is
- intended only for the use of the individual or entity named above. If you
- are not the intended recipient, you are hereby notified that any
- disclosure, copying, distribution, or the taking of any action regarding
- the contents of this e-mailed information is strictly prohibited. If you
- have received this transmission in error, please immediately notify us by
- return e-mail, then delete the original message.
- From: Holly Sparkman [mailto:hsparkman@roriesparkman.com]
- Sent: Friday, June 10, 2011 1:39 PM
- To: Feldhaus, Stephen
- Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
- Subject: RE: Follow Up from teleconference last week
- If the entity is wholly owned by Stratfor, it will get pulled into GAAP
- and IRS audits which is what we are trying to avoid. Let's discuss
- further when we speak next. Using Philmont may be an option.
- Agreed on the bigger concern.
- Holly Sparkman
- Rorie Sparkman & Associates LLC
- 512-600-3212 t
- 512-350-4736 m
- www.roriesparkman.com
- The information contained in this e-mail is confidential and may contain
- privileged, proprietary, or otherwise private information. If received in
- error, please destroy and notify sender. Sender does not waive
- confidentiality or privilege, and use is prohibited.
- From: Feldhaus, Stephen [mailto:sf@feldhauslaw.com]
- Sent: Friday, June 10, 2011 12:35 PM
- To: Holly Sparkman
- Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
- Subject: RE: Follow Up from teleconference last week
- Holly,
- More on the other items later, as I am tied up until after 3:30 or so
- today, and then only free until 4:00, but I wanted to reply about NEWCO.
- My strong advice would be to try to form a disregarded entity wholly owned
- by Stratfor to make the payments. We are doing that now with Philmont in
- the Bahamas for overseas payments. We could even use Philmont for that
- matter.
- A bigger concern is to ensure that the recipients are in fact independent
- contractors and not employees, and also that we have a mechanism to ensure
- that we can show that these are not prohibited payments, for example,
- prohibited by the Foreign Corrupt Practices Act.
- Best,
- Steve
- CIRCULAR 230 NOTICE
- In accordance with Treasury Regulations, please note that any tax advice
- given herein (and in any attachments) is not intended or written to be
- used, and cannot be used by any taxpayer, for the purpose of (i) avoiding
- tax penalties or (ii) promoting, marketing or recommending to another
- party any transaction or matter addressed herein.
- This e-mail and any attachments may contain confidential information
- belonging to the sender which is legally privileged. The information is
- intended only for the use of the individual or entity named above. If you
- are not the intended recipient, you are hereby notified that any
- disclosure, copying, distribution, or the taking of any action regarding
- the contents of this e-mailed information is strictly prohibited. If you
- have received this transmission in error, please immediately notify us by
- return e-mail, then delete the original message.
- From: Holly Sparkman [mailto:hsparkman@roriesparkman.com]
- Sent: Friday, June 10, 2011 12:34 PM
- To: Feldhaus, Stephen
- Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
- Subject: RE: Follow Up from teleconference last week
- Dear Steve:
- I thought I sent this email on Tuesday, but I'm not sure I ever hit the
- send button.
- Have you had the opportunity get on Robert Philpott's schedule for next
- week for a conference call with Dan Rorie to follow up on tax
- structure/issues (item 5 below)? I think we discussed June 15, 16 or
- 17th. Dan and I are scheduled to meet Monday to prepare an agenda list.
- Also, please see attached write up per item 9 below for your review. I
- believe Don and Rob have spoken to Meredith who is supportive of the
- concept. Realistically, the Newco could be owned by anyone (Don or George)
- who is a minority shareholder of the Inc or LLC to avoid common ownership
- for purposes of GAAP audit. Dan mentioned, too that there was a Nevada
- corporation that was set up years ago for this purpose (Universal
- Analytics), however, by search on the Nevada Secretary of State site, that
- corporation has been dissolved. Once the approved, we are happy to do the
- legwork internally since I know you have a lot on your plate right now.
- Please let us know if you have any questions or need assistance with
- meeting any of the proposed due dates below.
- Sincerely,
- Holly
- Holly Sparkman
- 512-350-4736
- From: Holly Sparkman [mailto:hsparkman@roriesparkman.com]
- Sent: Wednesday, June 01, 2011 2:33 PM
- To: 'Stephen Feldhaus'
- Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
- Subject: Follow Up from teleconference last week
- Dear Steve:
- Below is a list of notes from last Thursday's conference call regarding
- more immediate pending items. I took the liberty of suggesting internal
- "due date" for tasks below. Please let me know if you have any questions,
- require further information, or wish to suggest a different due date.
- 1) Steve (June 10) to request copy of Certificate of Formation and IRS
- SS-4/EIN for new Delaware LLC, provide copy to Holly/Rob
- 2) Steve (June 10) to provide flow chart view of new proposed entity
- structure
- 3) Steve (June 10) to provide closing task list for Aug 1, 12am close
- 4) Steve (June 10) to review missing data per shareholder spreadsheet
- provided and discussed last week (and attached for your convenience), upon
- Steve's review and updates, Rob to follow up on missing data
- a. Missing Restricted Stock Agreements:
- i.
- Grant Perry
- ii. Jay
- Young
- b. Series A documentation discrepancies
- i.
- Fred (ck/cert)
- ii. Bart
- Mongoven (agreement/cert)
- iii.
- Van/Feldhaus (dates)
- c. 83(b) elections missing copies for 5 people
- d. Series B documentation: various
- e. Preferred Stock, do not have copies of certificates being issued
- 5) Steve (June 3) to schedule conference call with Robert Philpott
- for week of June 13th with Dan Rorie, Don, Rob and Holly to discuss tax
- considerations for all legal entities (related to recording transaction as
- well as go forward profit allocations, etc) Dan/Holly to prepare list of
- topics for discussion by June 10th.
- 6) Holly (June 10) to consult with Maxwell Locke & Ritter regarding
- GAAP issues for transaction recording and go-forward audit considerations
- 7) Holly/Rob (June 10) to provide outline of state jurisdiction
- issues including employees by state with broad job description and
- coordinate with Feldhaus/Philpott for new LLC registration/recommendations
- for appropriate states
- 8) Rob (June 10) to clean up old State of Texas registrations
- 9) Holly (June 3) to provide write up for proposed new legal entity
- to handle anonymous source payment
- 10) Holly to update shareholder list to include following (done--see
- attached)
- a. Correction for rounding error
- b. Removal of restricted stock distinction
- c. Change 75% voting list to 2/3 vote list
- 11) Rob/Holly (June 17) to review files for copies of old p/s tax
- returns and work with Don to restructure current tax basis for major
- shareholders (Don, George, Feldhaus, etc), note, Holly reviewed
- preliminarily with Dan Rorie, we have expectation that there was zero tax
- basis at time of 2003 LLC treated as partnership for Federal tax was
- merged/converted to C Corp. To extent more money was put into C Corp in
- the form of equity, may be tax basis.
- 12) Rob (June 17) to handle opening new operating account with TCB
- for new legal entity once item (1) above is received, need account open
- and ready to receive funds prior to closing.
- 13) Holly/Rob (June 30) to ready new Quickbooks online account for
- new LLC for operations prior to closing.
- 14) Rob/Holly/Fernando (June 17) to provide master contracts
- schedule identifying any contract assignment issues for discussion the
- week of June 13.
- Thanks,
- Holly
- Holly Sparkman
- Rorie Sparkman & Associates LLC
- 1250 S. Capital of Texas Hwy
- Bldg 1, Suite 300
- Austin, TX 78746
- 512-600-3212 t
- 512-327-3411 f
- 512-350-4736 m
- www.roriesparkman.com
- The information contained in this e-mail is confidential and may contain
- privileged, proprietary, or otherwise private information. If received in
- error, please destroy and notify sender. Sender does not waive
- confidentiality or privilege, and use is prohibited.
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