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RE: Follow Up from teleconference last week #2

Feb 27th, 2012
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  1. RE: Follow Up from teleconference last week
  2. Email-ID 1458921
  3. Date 2011-06-10 19:41:29
  4. From sf@feldhauslaw.com
  5. To kuykendall@stratfor.com, rob.bassetti@stratfor.com, hsparkman@roriesparkman.com, drorie@roriesparkman.com
  6. Holly,
  7.  
  8.  
  9.  
  10. I guess I don't understand the IRS and GAAP concerns. It seems to me that
  11. we are going to have to account for these expenses in any event, so I
  12. don't how GAAP is relevant, and I would think that this structure makes us
  13. more, not less, susceptible to an IRS attack. Let's discuss early next
  14. week.
  15.  
  16.  
  17.  
  18. Best,
  19.  
  20.  
  21.  
  22. Steve
  23.  
  24.  
  25.  
  26.  
  27.  
  28.  
  29.  
  30. CIRCULAR 230 NOTICE
  31.  
  32. In accordance with Treasury Regulations, please note that any tax advice
  33. given herein (and in any attachments) is not intended or written to be
  34. used, and cannot be used by any taxpayer, for the purpose of (i) avoiding
  35. tax penalties or (ii) promoting, marketing or recommending to another
  36. party any transaction or matter addressed herein.
  37.  
  38.  
  39.  
  40.  
  41.  
  42. This e-mail and any attachments may contain confidential information
  43. belonging to the sender which is legally privileged. The information is
  44. intended only for the use of the individual or entity named above. If you
  45. are not the intended recipient, you are hereby notified that any
  46. disclosure, copying, distribution, or the taking of any action regarding
  47. the contents of this e-mailed information is strictly prohibited. If you
  48. have received this transmission in error, please immediately notify us by
  49. return e-mail, then delete the original message.
  50.  
  51.  
  52.  
  53. From: Holly Sparkman [mailto:hsparkman@roriesparkman.com]
  54. Sent: Friday, June 10, 2011 1:39 PM
  55. To: Feldhaus, Stephen
  56. Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
  57. Subject: RE: Follow Up from teleconference last week
  58.  
  59.  
  60.  
  61. If the entity is wholly owned by Stratfor, it will get pulled into GAAP
  62. and IRS audits which is what we are trying to avoid. Let's discuss
  63. further when we speak next. Using Philmont may be an option.
  64.  
  65.  
  66.  
  67. Agreed on the bigger concern.
  68.  
  69.  
  70.  
  71. Holly Sparkman
  72.  
  73. Rorie Sparkman & Associates LLC
  74.  
  75. 512-600-3212 t
  76.  
  77. 512-350-4736 m
  78.  
  79. www.roriesparkman.com
  80.  
  81.  
  82.  
  83. The information contained in this e-mail is confidential and may contain
  84. privileged, proprietary, or otherwise private information. If received in
  85. error, please destroy and notify sender. Sender does not waive
  86. confidentiality or privilege, and use is prohibited.
  87.  
  88.  
  89.  
  90.  
  91.  
  92. From: Feldhaus, Stephen [mailto:sf@feldhauslaw.com]
  93. Sent: Friday, June 10, 2011 12:35 PM
  94. To: Holly Sparkman
  95. Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
  96. Subject: RE: Follow Up from teleconference last week
  97.  
  98.  
  99.  
  100. Holly,
  101.  
  102.  
  103.  
  104. More on the other items later, as I am tied up until after 3:30 or so
  105. today, and then only free until 4:00, but I wanted to reply about NEWCO.
  106. My strong advice would be to try to form a disregarded entity wholly owned
  107. by Stratfor to make the payments. We are doing that now with Philmont in
  108. the Bahamas for overseas payments. We could even use Philmont for that
  109. matter.
  110.  
  111.  
  112.  
  113. A bigger concern is to ensure that the recipients are in fact independent
  114. contractors and not employees, and also that we have a mechanism to ensure
  115. that we can show that these are not prohibited payments, for example,
  116. prohibited by the Foreign Corrupt Practices Act.
  117.  
  118.  
  119.  
  120. Best,
  121.  
  122.  
  123.  
  124. Steve
  125.  
  126.  
  127.  
  128.  
  129.  
  130.  
  131.  
  132.  
  133.  
  134. CIRCULAR 230 NOTICE
  135.  
  136. In accordance with Treasury Regulations, please note that any tax advice
  137. given herein (and in any attachments) is not intended or written to be
  138. used, and cannot be used by any taxpayer, for the purpose of (i) avoiding
  139. tax penalties or (ii) promoting, marketing or recommending to another
  140. party any transaction or matter addressed herein.
  141.  
  142.  
  143.  
  144.  
  145.  
  146. This e-mail and any attachments may contain confidential information
  147. belonging to the sender which is legally privileged. The information is
  148. intended only for the use of the individual or entity named above. If you
  149. are not the intended recipient, you are hereby notified that any
  150. disclosure, copying, distribution, or the taking of any action regarding
  151. the contents of this e-mailed information is strictly prohibited. If you
  152. have received this transmission in error, please immediately notify us by
  153. return e-mail, then delete the original message.
  154.  
  155.  
  156.  
  157. From: Holly Sparkman [mailto:hsparkman@roriesparkman.com]
  158. Sent: Friday, June 10, 2011 12:34 PM
  159. To: Feldhaus, Stephen
  160. Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
  161. Subject: RE: Follow Up from teleconference last week
  162.  
  163.  
  164.  
  165. Dear Steve:
  166.  
  167.  
  168.  
  169. I thought I sent this email on Tuesday, but I'm not sure I ever hit the
  170. send button.
  171.  
  172.  
  173.  
  174. Have you had the opportunity get on Robert Philpott's schedule for next
  175. week for a conference call with Dan Rorie to follow up on tax
  176. structure/issues (item 5 below)? I think we discussed June 15, 16 or
  177. 17th. Dan and I are scheduled to meet Monday to prepare an agenda list.
  178.  
  179.  
  180.  
  181. Also, please see attached write up per item 9 below for your review. I
  182. believe Don and Rob have spoken to Meredith who is supportive of the
  183. concept. Realistically, the Newco could be owned by anyone (Don or George)
  184. who is a minority shareholder of the Inc or LLC to avoid common ownership
  185. for purposes of GAAP audit. Dan mentioned, too that there was a Nevada
  186. corporation that was set up years ago for this purpose (Universal
  187. Analytics), however, by search on the Nevada Secretary of State site, that
  188. corporation has been dissolved. Once the approved, we are happy to do the
  189. legwork internally since I know you have a lot on your plate right now.
  190.  
  191.  
  192.  
  193. Please let us know if you have any questions or need assistance with
  194. meeting any of the proposed due dates below.
  195.  
  196.  
  197.  
  198. Sincerely,
  199.  
  200. Holly
  201.  
  202.  
  203.  
  204. Holly Sparkman
  205.  
  206. 512-350-4736
  207.  
  208.  
  209.  
  210. From: Holly Sparkman [mailto:hsparkman@roriesparkman.com]
  211. Sent: Wednesday, June 01, 2011 2:33 PM
  212. To: 'Stephen Feldhaus'
  213. Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
  214. Subject: Follow Up from teleconference last week
  215.  
  216.  
  217.  
  218. Dear Steve:
  219.  
  220.  
  221.  
  222. Below is a list of notes from last Thursday's conference call regarding
  223. more immediate pending items. I took the liberty of suggesting internal
  224. "due date" for tasks below. Please let me know if you have any questions,
  225. require further information, or wish to suggest a different due date.
  226.  
  227.  
  228.  
  229. 1) Steve (June 10) to request copy of Certificate of Formation and IRS
  230. SS-4/EIN for new Delaware LLC, provide copy to Holly/Rob
  231.  
  232. 2) Steve (June 10) to provide flow chart view of new proposed entity
  233. structure
  234.  
  235. 3) Steve (June 10) to provide closing task list for Aug 1, 12am close
  236.  
  237. 4) Steve (June 10) to review missing data per shareholder spreadsheet
  238. provided and discussed last week (and attached for your convenience), upon
  239. Steve's review and updates, Rob to follow up on missing data
  240.  
  241. a. Missing Restricted Stock Agreements:
  242.  
  243. i.
  244. Grant Perry
  245.  
  246. ii. Jay
  247. Young
  248.  
  249. b. Series A documentation discrepancies
  250.  
  251. i.
  252. Fred (ck/cert)
  253.  
  254. ii. Bart
  255. Mongoven (agreement/cert)
  256.  
  257. iii.
  258. Van/Feldhaus (dates)
  259.  
  260. c. 83(b) elections missing copies for 5 people
  261.  
  262. d. Series B documentation: various
  263.  
  264. e. Preferred Stock, do not have copies of certificates being issued
  265.  
  266. 5) Steve (June 3) to schedule conference call with Robert Philpott
  267. for week of June 13th with Dan Rorie, Don, Rob and Holly to discuss tax
  268. considerations for all legal entities (related to recording transaction as
  269. well as go forward profit allocations, etc) Dan/Holly to prepare list of
  270. topics for discussion by June 10th.
  271.  
  272. 6) Holly (June 10) to consult with Maxwell Locke & Ritter regarding
  273. GAAP issues for transaction recording and go-forward audit considerations
  274.  
  275. 7) Holly/Rob (June 10) to provide outline of state jurisdiction
  276. issues including employees by state with broad job description and
  277. coordinate with Feldhaus/Philpott for new LLC registration/recommendations
  278. for appropriate states
  279.  
  280. 8) Rob (June 10) to clean up old State of Texas registrations
  281.  
  282. 9) Holly (June 3) to provide write up for proposed new legal entity
  283. to handle anonymous source payment
  284.  
  285. 10) Holly to update shareholder list to include following (done--see
  286. attached)
  287.  
  288. a. Correction for rounding error
  289.  
  290. b. Removal of restricted stock distinction
  291.  
  292. c. Change 75% voting list to 2/3 vote list
  293.  
  294. 11) Rob/Holly (June 17) to review files for copies of old p/s tax
  295. returns and work with Don to restructure current tax basis for major
  296. shareholders (Don, George, Feldhaus, etc), note, Holly reviewed
  297. preliminarily with Dan Rorie, we have expectation that there was zero tax
  298. basis at time of 2003 LLC treated as partnership for Federal tax was
  299. merged/converted to C Corp. To extent more money was put into C Corp in
  300. the form of equity, may be tax basis.
  301.  
  302. 12) Rob (June 17) to handle opening new operating account with TCB
  303. for new legal entity once item (1) above is received, need account open
  304. and ready to receive funds prior to closing.
  305.  
  306. 13) Holly/Rob (June 30) to ready new Quickbooks online account for
  307. new LLC for operations prior to closing.
  308.  
  309. 14) Rob/Holly/Fernando (June 17) to provide master contracts
  310. schedule identifying any contract assignment issues for discussion the
  311. week of June 13.
  312.  
  313.  
  314.  
  315. Thanks,
  316.  
  317. Holly
  318.  
  319.  
  320.  
  321. Holly Sparkman
  322.  
  323. Rorie Sparkman & Associates LLC
  324.  
  325. 1250 S. Capital of Texas Hwy
  326.  
  327. Bldg 1, Suite 300
  328.  
  329. Austin, TX 78746
  330.  
  331. 512-600-3212 t
  332.  
  333. 512-327-3411 f
  334.  
  335. 512-350-4736 m
  336.  
  337. www.roriesparkman.com
  338.  
  339.  
  340.  
  341. The information contained in this e-mail is confidential and may contain
  342. privileged, proprietary, or otherwise private information. If received in
  343. error, please destroy and notify sender. Sender does not waive
  344. confidentiality or privilege, and use is prohibited.
  345.  
  346.  
  347.  
  348.  
  349.  
  350. --------------------------------------------------------------------------
  351.  
  352. No virus found in this message.
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