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
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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@drgurner Only works with much higher income and sales taxes, and it's arguably regressive. States like Texas would have to completely entirely revamp the way they function. Nobody wants to pay any taxes, but they want good quality schools, police and fire departments that function,.
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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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@bethanyjbabcock First: $7500/child is insanely low. Inside the loop in Houston, most private school prices are all well over $10k and some push $20k/year. Even in our tiny town here, pre-K at a well-regarded Episcopal school was $12,000/year and academically it turned out to be pretty meh. But.
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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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@LizCGil Pretty much my reaction and I don't think I need to say it but no we did not do it.
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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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@ByPiperHutch @WBRZ Of course he does, anyone with a decent record for properly running a legitimate tiger rescue would never permit one of their tigers to participate in this 🤦🏼♀️ How much taxpayer money is being spent on this insanity?.
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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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@Tiger__Vibes I agree with you. And I love Mike, love that LSU has Mike and hope we always have a Mike on campus- it's not about that. I just think exposing a tiger that's never been anywhere but a refuge to 100,000 screaming people, the speaker system, fireworks, bands, etc is a bad idea.
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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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13 years married today ❤️. It's flown by. He proposed after LSU beat Alabama in 2010, it's a true Tiger love story 🐯🤣
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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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@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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@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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@LizCGil The use of the word "flat" makes me wonder if by "Biglaw Lawyer" she means brand new trainee in London and also why is this grown woman wearing bloomers that match my 5 year old's as pants?.
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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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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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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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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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We had to say goodbye to this sweet old man this morning. He had turned 12 in August and was recently diagnosed with a brain tumor. I will miss him terribly 💔
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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 Every time I agree to go to something, I profoundly regret it while getting ready, then I'm glad we went. The exhaustion that comes with having young children is just overwhelming sometimes. It's getting way better now that our youngest is 5!.
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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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A movie my 8 year old daughter wanted to watch wasn't available on Disney+. She asked me to download it from somewhere else. I said no, and joked girl we used to have to drive to the Blockbuster for a movie. She looks puzzled, I explain the concept. She said "I don't get it".
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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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@sweatystartup Columbia*. I live in Savannah after 12 years in Texas🤣 Sometimes it's just school 😉.
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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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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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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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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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How many times a day do you type a tweet and think. naaaah better not. I do it at least three times a day 🤣.
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For some reason it's just now hitting me that today is August 29 and it's been 19 years. New Orleans is different now but I love it so much. Here's a throwback to me and my dad in the Superdome watching LSU win a natty together
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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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Starting 2025 rocking my sleepy baby girl outside by a fire, can't imagine anywhere else I'd rather be
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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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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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@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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@bobbyfijan None of the three of us live in our hometown, my parents keep their big house because they want us all staying with them under 1 roof for holidays.
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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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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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@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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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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@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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My husband is so frustrated because he keeps catching our 8 year old daughter reading under the covers hours past her bedtime and I'm over here trying not to laugh because she is me 🤣🤣🤣🙈.
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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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Horse sitting in a tropical storm! Meet Connor who was trying to lick the phone hence the extreme close up 😂
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@paintuplsu @Tiger__Vibes That's the thing though, the article says LSU pushed back and Landry did it anyway, so who knows where this poor tiger is coming from and what it's been exposed to in the past. I feel bad for the tiger.
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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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@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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Went out for a couple of hours and caught dinner plus this guy and I'm already back in my office. I am never moving
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Been horse-sitting for a friend for the month of August. I'm going to miss my nightly barn run to throw hay to these babies
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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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Happy Friday from my little corner of the lowcountry!
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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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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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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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