Laura Wilhite Gieseke
@Laura_W_Gieseke
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Tax and M&A attorney with @SMBLawGroup | Former @VinsonandElkins | @LSULawCenter Licensed in Georgia and Texas only. Tweets are not legal or tax advice!
Savannah, GA
Joined March 2020
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Pinned Tweet
What are the top "mistakes" you see in LOIs?
This is a question I often get at conferences like
@SMBash
. It's pretty common that I won't get involved in a deal until after the LOI is signed, but there are often tax implications in LOIs that are worth running by tax counsel.
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@clhubes
The idea that people should never have to deal with things they don't like/things that inconvenience them is really wild to me
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Let's be real.
The hardest part of marriage is finding other couples to hang out with who are both in the same stage of parenting as you and which you and your spouse genuinely enjoy spending time with both members of said other couple 😂😂
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@LizCGil
Got a bid to turn an existing unfinished attic space where there is already water into a bathroom and add two dormers so it had windows and they wanted $240k
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@DonovanBuilds
I got stuck in Houston for 12 years and I hated it so much that this post is borderline triggering 😂
3 months of summer? My guy. It starts as early as April and lasts until December
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@realEstateTrent
hahaha my favorite line of his was when he's at the Lakers game courtside and someone tells him to sit down and he yells "For what I paid for these seats I'll get out there and launch a 3 if I want to" 😂
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@sweatystartup
This is so true. Went to NYU, I'm the only one of my college friends who has kids and I'm 38 😂
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@joshualowenthal
@clhubes
Exactly. They have just as much of a right to exist in the world as anyone else and they (and really their parents) deserve grace
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@ClintFiore
I'm not going to touch the "is sports specialization at this age" question because I think it's a different issue altogether
We have three kids, I was one of three daughters. As long as it didn't cause financial hardship, my parents took a "if you can get yourself there, we will
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@CWSShotBoard
@LSUbaseball
Well LSU ran half of Seattle out of liquor entirely so they might well get it done 😂
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My hot take of the day: C corporations are under-utilized in the SMB world
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After the S-corporation overview last week, let’s talk about options for buying one. If your target has an S-election, you’ve got some structuring choices to make.
You can:
1. Buy assets in a straight asset acquisition
2. Buy the S-corporation stock
3. Buy the S-corporation
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@clhubes
1. You're absolutely right
2. I still understand the emotion behind it. We built a house that was decorated to be a warm, family home reminiscent of the work of James Farmer/Jim Strickland, the new owners made it incredibly sterile (made everything hospital white) replaced
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@freelancelawmom
When I was in-house, this was the hardest thing to get managers to wrap their minds around - that they couldn't just designate someone as a 1099 on a whim
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@FinPhilosopher
@realEstateTrent
Not on the walkability- cities like
Houston, Dallas, and Atlanta may be walkable in pockets but they're very car-dependent cities
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@cristina_laki
Always say for two, always turn the shower on and pretend my husband is in there when it gets delivered....
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Contributions to partnerships seem really simple.
You’ve decided on an LLC as your form of organization, and you’ve brought on a couple of investors. Everyone contributed cash, the LLC purchased assets, and you’re taxed as a partnership: great! Easy enough.
In this simple base
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@SMB_Attorney
Hate this. The firms have no incentive to be honest because losing senior associate talent puts them in such a bind so people get caught up
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@OneWheelONeil
@realgirl_fieri
You and my husband could bond over this one. Our last year in Houston he worked from home 5 minutes from daycare, I was an hour away. They called me first every. single. time. no matter how many times he insisted he needed to be their primary contact. Drove us insane.
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@alexforbes__
What if you have a bit of money but you're handy enough that paying people to do things you could do yourself annoys you, but you also don't have the time to actually do it yourself so it just sits undone for months
I don't mean me...but some people....😂
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Work from the porch season has arrived and I am here for it 🤩
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Based on the "tax tips" I've seen on here in the last 30 days I swear if I was an IRS enforcement agent I would cruise this site all day and my successful prosecution rate would be out of control
Guys, if something sounds too good to be true it's probably straight up fraud OKAY
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@realBrookNash
"This sounds like an amazing opportunity but I do not currently have the bandwidth to do this project justice"
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Profits Interests and Capital Interests: What's the difference?
It's been a long time since my last substantive post. When you have 3 children age 7 and under in the winter, they get sick, and one week becomes one month. Something something time space continuum something
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Following up to Tuesday's Post: The F Reorganization
So what is it? “F” reorganization refers to its place in the tax Code – it’s Section 368(a)(1)(F) – and is a “mere change of identity, form, or place of organization of one corporation.”
Yes, it sounds exceedingly boring. But
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@danefossee
We had this problem and I was so baffled. Then one day I see my then-6 year old son open a yogurt, finish it, and drop the entire thing - spoon and all - into the trash. Solved the mystery but also sincerely WTF this is why they aren't allowed to touch my silver LOL
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How about following up
@Eli_Albrecht
's M&A Mondays with Tax Tuesdays?
Let's talk about S-corporations.
I get a lot of questions about “whether to organize as an LLC or an S-Corp.”
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@drowsygeek
How long have they been together? This can't be the first time mommy dearest has been a jerk to her and he chose to back mama over her....Glad she's not making excuses for him, he's not ready to get married
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@tallowmom
I threw up until I delivered with both of my pregnancies so I just blame pregnancy in general for making me mean 😂🤣
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@AshleyGWinter
So different from the U.S.! My son just spent 3 days hospitalized with orbital cellulitis (flu complication, of all things) and I'm already holding my breath for the bills, we are on a high deductible plan and it's going to be so bad
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@realEstateTrent
Counter: kids can get into trouble anywhere. I grew up in a small city with "nothing to do" and we know people in wealthy circles in major cities. We knew people with kids at the most expensive, reputable private schools in Houston with horrific drug problems, we knew kids who
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I met my husband in an Intro to Income Tax class at
@LSULawCenter
We happened to be sitting next to each other. Became friends, started studying together.
We didn't start dating until the next summer, but we got engaged 4 months later (he proposed after LSU beat Alabama 🤣)
The comments on this are great 🙂
If y'all wouldn't mind dropping a comment/quote tweet of where you met your spouse & a pic - people seem interested 🤷🏻♂️
We met on hinge 🙏
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Here's your Monday reminder that it is OK to admit you don't know something or need clarification. Your credibility is far more damaged by having to walk back something you insisted you were right about rather than saying "I will confirm and get back to you."
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When you get past LOI stage, QofE pencils, and your attorneys are off to the races, it can feel like you're being buried in a mountain of paper and legal mumbo-jumbo.
This is especially true if you are bringing on investors and will be living under a Partnership Agreement or an
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My dad has been CEO of our family's electrical contracting company since 2001. He's grown the company by about 5x. I asked him what his first piece of advice would be to a new operator, and this was his response:
Take care of your employees, and they'll take care of you.
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@mikealfred
@SelfMadeMastery
I think there's a lot of truth to this. I think a lot of arranged marriages also take place in cultures where divorce for any reason, even abuse, would leave a woman destitute and friendless and I think you can't eliminate that factor
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@girdley
hahaha my biggest beef with going back to the office at my last job was that everyone shut their doors and still wouldn't meet without having it blocked on the calendar, so I got to commute 55 minutes to do exactly what I would have done at home 😂
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@FloridaManEsq_
Pre-law school I was a biglaw paralegal and I sent an email to my partner complaining about the attorney on the other side....and accidentally copied said attorney on the other side. I immediately called her and groveled. That was in 2007 and I *still* feel guilty about it
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@sweatystartup
Columbia*
I live in Savannah after 12 years in Texas🤣 Sometimes it's just school 😉
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If I can't be at Alex Box I might as well be super on brand while I match my sofa
#GeauxTigers
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My daughter just told me I am not cool
I was a musical theater kid and I became a tax attorney. You are gonna have to dig way deeper than that my child 🤣🤣🤣🤣
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I've been getting a lot of e-mails from law students recently. I don't know if it's the time of year or what, but there is a noticeable uptick in the number of 1Ls asking for advice on OCI. I love talking to law students and friends/former colleagues tend to send them my way.
A
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@kissphoria
Harvey was a water problem, not a wind problem, but it was awful. Felt like it was never going to stop raining and required nonstop rescues, people were using Twitter to try and get people help. We were on the same grid as the hospital in Oak Forest so we had power (and didn't
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Introduced my son to NYC this week- brought him with me to attend the
@searchfundco
Coworking Day so I guess that makes him the newest
@smblawgroup
intern
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@JulieChangRE
@ConorKenny
@bobbyfijan
The way this country talks out of both sides of its mouth on kids is a disgrace
"Motherhood is sacred"
Need help? Couldn't care less about circumstances that for anybody where they are- it's inevitably:
"You're on your own, was your decision to have kids, why did you have
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@AdamMantine
@CartoonsHateHer
Same. I have a rescue lab who is great but if an unleashed dog comes up to us he thinks said dog is a threat to *me* and he goes ballistic. Inevitably the owner of the unleashed dog considers me to be the problem. It's annoying AF
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I'm really excited to meet everyone coming to
@SMB_ash
next month and talk about all things tax to consider in your acquisition!
Come join us in SLC- it's going to be a great event!
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Finally got to celebrate the birthday of this amazing husband of mine last night- he held down the fort while I was at SMBash (on his actual birthday no less!)
Also, he gets more handsome every year I'll never understand how but it's absolutely not fair 😂
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@clhubes
nothing bothers me more than super young kids dressed like mini adults
at absolute MOST should put a toddler in an Eton suit but both of those pieces are perfect for an 11 week old
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@johnnyjoe1083
@SkolCapital
Hahaha this happened at my company too. Incredibly good review, said "we don't know where we'd be without you," then gave me a materially lower equity grant than the prior year. When I pushed, I was told "well we did a study and we were overpaying the entire legal team." Cool.
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@MrBudgetBill
Everything my husband and I have, we built together. We were young and had nothing. You can't separate our financial success from our marriage. No prenup, wouldn't have wanted one no matter what.
That said? It's not about a dollar amount.
In a situation where one party has
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Excited to announce that I was sworn in today and am officially a member of the Georgia bar! We can now say
@smblawgroup
is in the Peach State 👏👏👏
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It's Sunday and we just left a neighborhood party and we came home to a house that still smells like the crabs we caught ourselves and boiled for lunch. We spent the morning fishing for bass behind our house.
My in-laws scrimped and saved their entire lives to be able to enjoy
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@yru_gey
@mrsdobbins_
@LadyofKyria
Seriously? It was on him to walk in and say hi, I am <name> and I am training, could I please observe? And then take the no if she said no. Walking in as a stranger and just assuming you can be there is ridiculous no matter what role you're in. Everyone who walked into my
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I let my kids stay up to watch LSU but I swear if this son of mine calls extra innings "overtime" one more time he's out of the will
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I can't stop laughing 🤣🤣🤣
In celebration of the best dang M&A lawyer in Texas, I give you "SMB Law - A Love Story"
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@mountainwesttax
You didn't put your unborn child on the list 3 years before conception? What's wrong with you?
/s just in case people don't realize I'm making fun of the absurdity of a waitlist this long for infants
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Happy Friday from my little corner of the lowcountry!
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@DonovanBuilds
Oh no sir. Went through Harvey and yet losing power and water for 5 days with two preschoolers and a baby during Uri was what did me in, I told my husband I didn't care where we went but we were packing our shit 🤣
Houston wasn't for us and that's ok, I'm a small town girl!
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@SimmonsBart
This being absolutely disgusting doesn't change the fact that raw milk can make you extremely sick
Both of those things can be true
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Before you file that S corporation election simply because everyone is doing it, make sure you've actually run the math. Individuals who are making enough that they are just below the QBI phase in/phase out thresholds may be worse off due to the decrease in the QBI deduction in
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Diligence Issues: Worker Classification
If you’re buying a business that relies heavily on 1099 workers, your first question to ask yourself is “should these independent contractors really be treated as employees?”
The IRS estimates that around 15% of workers are misclassified.
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7 year old son last night: "This is going to go one of two ways. I'm going to take a bath and NOT go to school tomorrow, or I will not take a bath but I will go to school."
Guess who took a bath and is at school today??
WHERE do they get this stuff 🤣🤣🤣
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@PrimeHomestead
@EricaOnABC13
Winter Storm Uri would suggest otherwise
Houston just took the hit this time (again)
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Had a great time today speaking with searchers at the Search Fund Coalition Coworking Day!
Thanks for having me
@AgeofHoffman
!
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My "office" this morning
Both twins now riding and the baby begging to once she turns 5
I failed to align the number of children I had with the cost of my hobbies yall 😂
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@RileeDHarrison
I would volunteer to teach a class just on billing time
As in-house counsel I would get bills that said "work on deal" - are you kidding me
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You ever have those "I have seriously got to get my $&
@t
together" moments?
My husband and I were both stunned to find out at the bus stop our twins don't have school tomorrow
We're killing it this week apparently 🤣
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For the longest time I was among the youngest associates in my firm's tax group (we kept hiring 1st years who had pre-law school careers) and then when I went in-house, I was by far the youngest attorney on our tiny legal team. I got used to being the "baby"
Now that I'm in SMB
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@HealthcareREguy
This pretty much sums it up - Title is "Houston is a cheap place to live- if you can afford the trauma tax"
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Like
@KHendersonCo
, I also got caught up in "prestige" - and realized when my twins were babies that I couldn't sustain that lifestyle *and* be the mother I wanted my twins to have (I had them as a 5th year lawyer).
One of my favorite partners at V&E made a comment that one
I used to get so caught up in the “prestige” of corporate life.
The events. The lunches. The car service and 46th floor midtown office.
But it all came at a price: consistent 80, 90 or 100+ hour work weeks.
And then away from my family.
But
@chrisxmunn
is spot on…none of
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@nickgraynews
You aren't crazy to pass. It's one thing to share your experience in your own way. It's another entirely to hand it off for someone else to profit from and potentially manipulate but maybe I'm way too cynical.
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My 4 year old is sobbing because "it's not fair" that school starts at a certain time and I ALWAYS NEVER LET HER DO WHAT SHE WANTS
She also doesn't know where to put her headband and suggesting her head led to her screaming EVERYBODY TELLS ME WHAT TO DO
How's your Tuesday?
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@bethanyjbabcock
hahahahaha a good friend of mine and her husband are like this, she's super introverted and he MUST talk to *everyone*
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Spent some time yesterday going through various tax-focused podcasts
If the first thing out of the host's mouth is something to the effect of "WE LOVE THE S CORP, IT IS THE PERFECT VEHICLE FOR SAVING MONEY" just turn it off y'all trust me
In fact, block that podcast
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I was supposed to be shooting clays tomorrow but both girls caught the bug my son brought home
Instead I'm looking through pics of me in the dress
@Austuincountry
made and then named after the town I live in and pouting about it 😂 I'm gonna start dressing like this daily mmk
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I've decided I'm going to expand into equine tax law
Thanks
@ClintFiore
for the inspiration
@KHendersonCo
and
@SMB_Attorney
are going to be thrilled
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Cheers from me and baby sis in Forsyth Park! Hope everyone has a wonderful 4th!
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It makes me really, really happy that I have the ability in my current position to say "I've been there, go handle that, this can wait and we can talk later" to a counterparty's counsel when the cacophony in the Zoom background makes it clear that they too are attorney parents
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Beautiful sunrise on a low tide this Sunday morning
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