On December 23, 2025, U.S. Department of the Treasury’s Community Development Financial Institutions (the “CDFI”) announced the release of $10.0 billion in New Markets Tax Credits (“NMTCs”) allocation awards for calendar years 2024-2025 (the “Allocation Awards”).

SECTION I: SITUATION

1. CAUTION.

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House Bill (HB) 8 has moved to the Kentucky Senate after being passed by the House of Representatives last week. This legislation seeks to transition Kentucky from its reliance on the current income tax-based model to a consumption-based model, gradually decreasing the income tax over the next several years. To replace the income tax revenue, HB 8 expands Kentucky’s 6% sales tax to a wider variety of services provided to consumers by Kentucky businesses.

You’ve just formed your limited liability company (“LLC”) and you’re finally able to breathe a big sigh of relief. The paperwork is complete, and you can finally get started with your dream business, right?

Now, more than ever, a business’s website is its storefront. This was the emerging trend even before the public health and safety of our country required Americans to stay home. And shop from home. And conduct business from home.

If you’ve ever taken your kids to a jump-house or indoor trampoline park, chances are you’ve seen the waiver – it’s a release of liability against the business owner for any and all claims that could arise from your child using the facility. It’s also this release of liability that gives such places the license to exist, in many cases; it’s an acknowledgement that you, as a parent, understand the risks inherent in the activity, but if you do not sign the waiver, then your child cannot participate.

As attorneys, we talk a lot about the considerations that go into choosing a business entity for your business, but what may not always be clear are the reasons for choosing to organize or incorporate your business in the first place. After all, you don’t need* to organize or incorporate your business at all! That’s right – it is possible to be in business without choosing to structure your business as one entity or another, but even that is a choice, and it’s called a “sole proprietorship.” So, if you’re already set up as a sole proprietorship just by existing and operating a business, why choose another form? While there are plenty of reasons to do so, one stands head and shoulders above the rest:

In the buy-vs.-lease consideration, the overall tax burdens and advantages of each option must include a clear-eyed approach as to the precise components of each option and should assign appropriate values to each. When the lease option is chosen, a recent case illustrates the high value of getting a sense of the whole picture, especially as the protest period for real property tax assessments looms.

Mergers and acquisitions (M&A) can be tricky transactions, a delicate dance between buyer and seller that must be choreographed in minute detail. This requires contemplation of a multitude of issues at the outset, many of which must be addressed as early as the letter of intent stage. Below are some of the top issues that should be decided upon as early as possible in the M&A process, as doing so is paramount to a successful transaction.