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Lowenstein Sandler LLP

Brian A. Silikovitz

Brian A. Silikovitz

Partner
Chair, Tax Group

Lowenstein Sandler LLP
New York, U.S.A.

tel: 646.414.6888
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Local Time: Sat. 02:09

Profile

Brian has more than 20 years of experience as a tax lawyer, advising on domestic and cross-border mergers and acquisitions, venture capital and private equity investments, formation of hedge funds and other investment funds, operations of charitable and other tax-exempt organizations, and the many tax matters that arise during the life of a business.

He takes particular pride in his practical, results-oriented approach, which helps clients not only with the substance of their tax issues but also with the economic impact of those issues on their businesses. Brian avoids jargon and explains issues in understandable terms so that decision-makers can act quickly and knowledgeably.

Brian has been an adjunct professor at the Rutgers Law School and has been a guest lecturer at Cornell University Law School and Seton Hall University School of Law.

Bar Admissions

    New York
    New Jersey
    California
    Massachusetts
    Pennsylvania

Education

New York University School of Law (LL.M. 1997), Taxation
University of Southern California Gould School of Law (J.D. 1992), Notes Editor, Southern California Law Review
University of Pennsylvania (B.A. 1989)
Areas of Practice
Professional Career

Professional Associations


  • Adjunct Professor, Rutgers School of Law 
  • University of Pennsylvania Alumni Interview Program 
  • New York State Bar Association Tax Section 

Professional Activities and Experience

Accolades
  • The Best Lawyers in America (2018-2020) - Silikovitz

Articles

SCOTUS Changes To Sales Tax Will Ripple Through to PE, VC & M&A Deals Involving Retailers
Lowenstein Sandler LLP, October 2018

Retailers have taken note of the dramatic shift in state sales tax law emerging from one of Justice Anthony Kennedy’s last Supreme Court decisions. As different states announce legislative and regulatory changes throughout the summer, retailers are scrambling and we’re now seeing the impact in venture capital, private equity, and merger and acquisition transactions involving commerce companies. On June 21, 2018 the U.S. Supreme Court decided South Dakota v...

Additional Articles

It feels like once or twice a day I speak with a startup that has tripped over a seemingly invisible rule applicable to founder equity: the founders and early employees/advisors in startups really need to get their stock or options BEFORE there’s a term sheet for a venture or angel funding. While not a secret, the law doesn’t come right out and expressly say this. Frankly, to know this you’d have to talk to folks who have an understanding of tax law, corporate law and startup life. That understanding, unfortunately, is in shorter supply than it should be and, for founders, seems to largely have been learned the Sharon Jones & the Dap Kings way:


“I learned the hard way, baby. Now I know about you. I learned the hard way … Not to be your fool.”  I wonder whether Sharon was singing about Section 409A?

“Hey, did we make the filing necessary to have 1202 'QSBS' stock? Now that we have an offer to sell the company, our investors are asking whether QSBS allows them to shelter their gain from taxes.”


“Hold, hold on, hold onto me...” XAmbassadors sang “Unsteady” (which is not about the 5 year holding period for stock under QSBS, but it could be...) and other songs at AngelVineVC, a VentureCrush event in NYC a few years ago. [Disclosure: Ed Zimmerman and his firm co-founded and run AngelVineVC and VentureCrush.] [In the photo, Ed is the one wearing a name tag].


That's a question we field regularly, especially these days when venture-backed M&A has really heated up. The answer, invariably, is no - no filing was made, but not for the reason the person who posed the question may think. Internal Revenue Code section 1202, under which stock of startups can be treated as “Qualified Small Business Stock” (QSBS), has become a high stakes issue for many startups because of the potentially millions of dollars per holder it can shield from taxes. That said, section 1202's complexities make it very difficult to consistently plan ahead. For starters, in the words of the Alabama Shakes, “You got to hold on” for more than Five Years...the rest is more complicated.

Retailers have taken note of the dramatic shift in state sales tax law emerging from one of Justice Anthony Kennedy’s last Supreme Court decisions. As different states announce legislative and regulatory changes throughout the summer, retailers are scrambling and we’re now seeing the impact in venture capital, private equity, and merger and acquisition transactions involving commerce companies.


On June 21, 2018 the U.S. Supreme Court decided South Dakota v. Wayfair, Inc. , in which it upheld a South Dakota law that requires certain sellers to collect sales tax even if those sellers lack “physical presence” in the State. The South Dakota law challenged prior Supreme Court precedent because it required a minimum annual amount of sales to South Dakota customers rather than requiring a seller’s physical presence in South Dakota. As a result, the Supreme Court’s decision reverses longstanding precedent and has sweeping repercussions for online sales and old style mail order sales. In the two months following the Wayfair decision, numerous States have been reacting, including enacting legislation very similar to South Dakota's, and they’re doing so with an eye toward enhancing their collections of sales tax revenues. Consumers will pay and retailers, especially but not solely, online retailers, are concerned that the Wayfair case will adversely impact sales and/or price.


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