Podcasts about provisions

It's a reunion show as Al, Gemini, Rich and Andrew all gather for pizza at How Ya Dough'n, the new joint atop the new BLVD shopping and eating venue on The Strip right across from City Center. We talk to GM Vince Lawrence about the small pizza chain's first expansion outside its home base of Miami. The episode was recorded the day after we all gathered at the new Ada's in the Arts District, where we ate through most of the menu. Al shares more about the Hell's Kitchen watch party at Main St. Provisions, and the celebration of Chef Ellie Parker's victory. Plus a Happy Hour Report and lots of other restaurant reports. 

Setting up an IC-DISC the right way can mean the difference between maximizing tax savings and having issues down the road. In this episode of The IC-DISC Show, I sit down with Brian Schwam, IC-DISC specialist and tax attorney, to walk through the complete IC-DISC setup and compliance process from start to finish. This conversation was inspired by a CPA request for a comprehensive guide covering every step of the IC-DISC journey. Brian breaks down the entire process chronologically, from the initial consultation to determine if a business qualifies, through the critical formation steps that can make or break your IC-DISC. We cover proper capitalization requirements, the infamous 90-day election window, why non-interest bearing bank accounts matter, and the draconian 60-day payment rule that catches many businesses off guard. He explains the difference between simple and transaction-by-transaction calculations, sharing an example where detailed analysis increased a client's commission from $4 million to $17 million on $100 million in export sales. Whether you're a CPA learning about IC-DISC for the first time or a business owner considering this strategy, Brian's systematic approach demonstrates why working with a true specialist matters when navigating these complex regulations.     SHOW HIGHLIGHTS A detailed transaction-by-transaction calculation increased one client's IC-DISC commission from $4 million to $17 million on the same $100 million in export sales. Missing the 90-day election filing window requires a private letter ruling costing $35,000-$40,000 to fix, making it cheaper to just set up a new IC-DISC. The 60-day payment rule requires paying at least 50% of your estimated commission in cash or promissory note within 60 days of year-end to avoid disqualification. Setting up an IC-DISC with no par value stock is a fatal error that will cause the IRS to reject your election, regardless of everything else done correctly. A non-interest bearing bank account is essential because even $1.50 of interest income can disqualify your IC-DISC if no commission is paid that year. Export sales typically need to reach $3-5 million before an IC-DISC makes economic sense, though exceptions exist for businesses with exceptionally high profit margins.   Contact Details LinkedIn - Brian Schwam LINKSShow Notes Be a Guest About IC-DISC Alliance Brian SchwamAbout Brian TRANSCRIPT (AI transcript provided as supporting material and may contain errors) Dave: Good morning, Brian. Welcome to the podcast. Brian Hey, good morning David. Good to be here. Dave: So I, I now refer to you as the Bob Hope of the podcast because I believe that Bob Hope holds the record for the most appearances on the Johnny Carson Show. So that's why you're like the Bob Hope of the podcast. You have more appearances than anyone else with today's appearance. Brian That's good company to be in if you're of a certain, if you're of a certain age. Dave: Yeah. And I'm not even sure you and I are quite old enough to even be of that certain age. Brian I probably never saw him on Johnny Carson. Dave: Yeah, me too. So this is an episode that was requested by a CPA of one of our clients who was retiring and he had a new. Partner taken over and he said, Hey Dave, can you send over a link to the episode that just goes through all the details of the IC disc from start to finish? And I'm like, well, we don't have that episode, but it's a great idea. So that's what's behind this. So let's start at the very beginning. Somebody calls you up and says, Hey Brian, I need an IC disc, or I want an IC disc. What's the very first step? Brian Very first step for me is to say why. Dave: Okay, Brian tell me about your business. Dave: Okay. Brian You know, do you have qualified export receipts? Do you have qualified export property? That those are very complex areas. And some people might think they do when they don't, and others might think they don't when they do. Dave: Okay. Brian And more likely than not, they heard about IC disc from. Somebody they met at a, you know, business leader meeting or something and somebody said, oh, hey, I have an IC disc. You should have one. Dave: Okay. Brian And not everybody can utilize one, but there's many out there that can utilize 'em that do not. Dave: Okay. And do you charge anything for that consultation? Brian No, because to me it's just a fact finding. Dave: Okay. So step one, figure out if their fact pattern warrants having an IC disc. Brian Right? Right. Well, it's, it's actually, that's one step. If you deter, if we determine that yes, an IC disc makes sense because they do have qualified export property, they do have qualified export receipts, then we have to talk about volumes. Because, you know, if you have 500,000 of export sales, most like more likely than not. Disc isn't gonna make sense. Dave: Economic sense when Brian you factor Right. Economic, the Dave: costs Brian not right. There's not enough benefit to offset the cost at that, at that level, most likely. Of course. It [depends on what, what it is they're selling. Dave: Sure. Do you have a rule of thumb you typically use? Is it like three or 5 million where it typically makes sense or every case Brian For most, for most businesses, that's sort of the range that where it starts to make sense, but there are always exceptions to that. Dave: Sure. Brian So like I had a client that had, you know, 600,000 of export sales, but their bottom line profit was 80%. Dave: Okay. Brian So in that instance, hey, it made sense, but for most companies that have 600,000 of export sales, it, it probably doesn't make sense. Dave: Okay. So let's say they have 5 million of exports, good margins, looks like it makes economic sense. What's the next step then? Brian Well then we talk about what is the tax structure of that exporting company? Is it a flow through entity? Is it a C Corp? And how is it owned? Sometimes [00:04:00] it's owned by a foreign company that makes things way more complicated. Okay. It's owned by a combination of different shareholders, some of which are individuals, some of which are corporations. So that can be complicated. And sometimes it's just a, it's just a pass through entity that's owned by, you know, let's say it's an S corporation that's owned by a family owned. Dave: Sure. Brian You know, so you, you can have a lot of different fact patterns and that will dictate a lot of things with, with respect. Dave: Okay. Brian To how the disc is organized. Dave: Might that also be the time? You inquire as to whether multiple discs might make sense for their structure, or do you typically just focus on kind of getting the initial disc in place and then exploring that over time? Brian Probably the latter. Dave: Yeah. Brian Initially I, you know, the goal is, you know, do you have enough activity? Do you have the right kind of activity? What kind of benefit is it that you think you can, we can get for you? And then, okay, if the answer to all those are in the positive, then it's like, okay, how should this disc be owned based on what we're trying to achieve and where should it be set up? Because that also can have a lot of negative surprises if you set it up in the wrong place. Dave: Yeah. So let's say and I think there's some rules of thumb like if if the. Exporting company is a C corp, you typically don't want the C Corp to own the disc, is that correct? Brian That is, that is correct. And that's because a C corporation pays tax on a dividend. It receives from the IC dis, so effectively there's no benefit. Dave: Okay. So with a C corp, typically it would be the individuals, individual or [individuals that Brian are Oh, the, the shareholders typically, Dave: yeah. Brian You know, possibly a management group could be involved as well, but typically we're talking about the shareholders of the C corporation. Dave: Yeah. And the shareholders of the disc do not necessarily have to mirror the shareholders of the C corp. Right. Brian That is sort of up in the air. I, I prefer that to be the case, but it doesn't have to be the case. Dave: Yeah, like in a simple example, census C Corp owned by one person and when they set it up, they wanna add a couple key employees to it. Brian Yeah. That, that, that's probably fine. You know, there's some old revenue rulings out there from the early 1980s that have a bad fact pattern, which the IRS held that the structure created gift tax issues, but that was like a mom and a dad and a son and a daughter, and mom and dad set up a disc and then gave the stock to the son and the daughter. And, and so that, that's, I see that's a bad fact pattern. What you described is a completely different fact pattern. There's no donative intent in that fact Dave: pattern. Yeah. Okay. In Brian fact, that I have a client that started out where the disc and the C Corp was. It did have mirror ownership, but over time, that has changed dramatically. But still, there's no donor of intent because we have all these unrelated families that own shares in the company in this quote company. And when there have been redemption opportunities over the years, they have the choice redeemed, the disc shares redeemed. The, the C corp shares redeemed them both. So some of like kept their dis shares, but gotten rid of the C Corp shares and vice versa. But really without the donative intent, plus some court case you know, precedent, I, I'm not [00:08:00] so concerned about that issue. Dave: Okay. Now let's switch gears and let's say it's a flow through an S-Corp partnership et cetera. Do you typically want the individuals to own it in that situation? Say that the company has three shareholders, would you just make them the three owners of the disc? More often than not, no. Okay. And why is that? Brian Because it, you get the same benefit by making the disc a subsidiary of the S corporation without some of the extra complexity associated with having the disc be owned by the shareholders. Now that, that's, that's preferred, but there are also situations where that doesn't make sense. Dave: Okay. Brian So let's say the, the S corporation is in California and the shareholder lives in Texas, or Florida. Or Nevada. Dave: Okay. Brian So they might want that dividend income flowing directly to them so that there's [00:09:00] no state Oh. So that there's no state income tax on the dividend. Dave: Sure, sure. Brian Okay. Okay. Yeah. So again, it's just another fact you need to uncover in the process of trying to figure all this out. Dave: Okay, so you've met with the client, you've figured out a disc makes sense, you've dug further you figured out the ownership structure of the disc. That makes sense. So then I guess you have to figure out where to incorporate, huh? Brian Yeah. And that again, there are good states and bad states. Dave: Okay. Brian Some states will tax an IC dis as a regular C corporation, you wanna avoid those states. Some states don't have an income tax at all, and those are good states to deal with. Dave: Okay. Brian And the three, you know, I'd say there's three states that are predominantly viewed as positive, and that would be Delaware, Texas, and Nevada. Okay. They're all fairly similar. For filing. And, and none of them have a corporate income tax on the dis so that's, that's all good in terms of not adding additional costs to the, the structure. Dave: Okay. So I'm in Texas and thus you, it seems like most of my clients end up incorporating in Texas. Do you just so here we are January 8th. We're recording this of 2026. So do you just do you just get around to doing it anytime before the end of the year and then you could use the disc the whole year? Is that how it works? Brian It's not how it works. It's generally a prospective opportunity. So you wanna get that entity formed as quickly as possible. Dave: Okay. Yeah. I've had people, I've heard [00:11:00] people say that if you don't do it on January 1st, you just have to wait till the next year. Brian No. That, well, that's certainly not true. And from any date forward that you set it up, you can certainly get benefits or shipments. Okay. That they, but one other item that I forgot to mention earlier, they also like to ask if the, if the related supplier entity, which is the exporter, if they're an accrual based company or a cash basis, Dave: ah, Brian that's an, that's an incredibly important issue Dave: Sure. Brian Dealt with. That's why. Dave: Okay. Brian Because the disc is an accrual base taxpayer by default. Dave: Yeah. Okay, we'll get into that when we get further around the, Brian okay. Dave: I think about when I was a kid, there was a, there was a Saturday morning TV series I think called schoolhouse Rock. And one of the episodes was how, how a bill becomes a Law [00:12:00] And there's the whole steps, the Brian episode, everybody remembers. Dave: Yep. Yep. So everybody our age at least. Okay, so you've got the disc set up and say you do it in Texas and let's say they make the decision January 8th, takes a few days to, you know, just kind of get stuff, you know, information from the client set up. And let's say you get it set up January 15th, so then they're good to go, huh? They can just start using that disc and away we go. Anything else? Ha. That has to be done Or is it, is it that some Brian on the, on the surface, yes, that's true. Dave: Okay. Brian But beneath the surface, there's other things that have to take place. Dave: Okay. What's the next thing that has to happen after you've formed the disc? Brian Well, you have a, there's a 90 day window to file a disc collection with the IRS. That's probably the most critical thing that has to happen. You have to file an actual paper form with the IRS to elect disc status for the company, because the company, when you set it up, it's just a corporation. Without that election, it's not a disc. Dave: And that election, is this the famous form 48, 76 dash a, is that said election, Brian famous or infamous in some cases, Dave: yes. Yeah. Okay. So you have to, so you just well, you just go to the IRS website. Download the form, send it in, bing, bam. Boom. You're done. You're good to go. Brian Not exactly. Dave: Okay. That's the Brian first Dave: step. Brian Skip. That's the first step. But the I mean, first of all, when you're setting up the disc, you have to make sure you incorporate it properly. Dave: Okay. Brian I kind of glossed over that. Dave: And what are some of the elements of proper incorporation? Brian Well, for example, when you go to a, the Texas website or any other secretary of State website to organize the company, because it can be done all online, [00:14:00] like the default is always, you know, no par value stock, right. Brian If you just select the default, you are going to have a problem because Okay. Dis rules require, you know, par or stated value of $2,500 on the, issued an issued an outstanding stock of, of the disk. So I had a client that came to me years ago. They had set up a company in, well, they used Wyoming, which is also possible to use, and it's not a bad jurisdiction. And they had, he had his quote unquote friend that who was an attorney, set it up for him. And there were some issues with the DISC collection and it went back and forth and then ultimately took a look at the articles of incorporation and it had, you know, $1 power stock, 1000 shares. Dave: Ah, that's a problem. Brian That's, [00:15:00] yeah. So no matter what happened with the disc election and the back and forth with the IRS, the disc election was ultimately never approved because the entity didn't meet the requirement. Having enough outstanding capital stock. So you have to have one and it can only have one class of shares. So there are, you know, there are some hoops you have to jump through in terms of not doing things incorrectly or doing things correctly. So you have to make sure there's one class of stock, $2,500 par value. There can't be foreign sales corporation in the same patrol group, which years ago was a big deal, but now it's not really a big deal because those have been gone for many years and almost nobody has one left. Not, not really an issue there. And what, you know, those are the formation matters that, that mattered, that are important to make sure you, you meet when you form the entity. Okay? If it's formed wrong, right from the get go, you have a problem. If [00:16:00] it's formed correctly, then the next step is yes, file a disc election. Dave: And, but before you file the disc election, there's a step we're missing, right? Doesn't the DISC election require. To put the corresponding EIN for the distance. Oh yes. I mean, I just assumed we, yeah, you obviously you have to apply for an ID number for the new entity that does not come automatically with the incorporation. Brian 'cause that's done with the state as opposed with the IRS yes. Dave: Yeah. And that's become more challenging. It used to be pretty easy to get an EIN you could apply under a corporate name or Brian yeah. But there, there's a, you know, there is an online portal with the IRS to get an EIN for a domestic company. So it's not, it's not Dave: terrible. Yeah. Brian It's not terrible. Dave: Yeah. So you have the EIN that you need for the 48 76 ae. Brian Right. Dave: You have you have 90 days, Brian you have the proper capitalization. Dave: Yeah. Brian You figured out who's gonna own the disc because the, the disc collection is. Signed, you know, it's not just made by the disc entity. It's made by the disc entity, then consented to by the shareholder. So you have to make sure that all that takes place. I can't tell you the number of times where somebody filled out part one, the disc signed it, and then the shareholder forgot the consent to it. And if you don't do the 48 76 dash eight correctly, you get it filed timely. It's an extremely expensive fix to try and get that Dave: rectified. Brian Generally, you have to try to get a private letter ruling, which will grant an extension of time to file the late disc collection. Dave: Okay. Brian And that's that's an expensive process. It's a 25 to $30,000 exercise to [00:18:00] file the private letter, really. Plus you have to pay a user fee to the IRS of 10,000, 11,000. Dave: Wow. Yeah. It seems that seems inconvenient at, at best. Brian And for most companies, they're better off just setting up a second dose Dave: Sure. Brian As opposed Dave: to process, Brian because how much volume there is. Dave: Yeah. Yeah. And I understand the IRS itself refers to these as a, a paper entity. So I guess since it's a paper entity, that's it. No need to fuss around with a bank account or actually have to capitalize it with actual money is there. Brian It's, it's recommended, but you're right, it's not required. There's no requirement in the disk rules to set up a bank account. Dave: Okay. Brian So there it could simply have. A receivable receiv for the capital stock. And that can be, its working capital doesn't have to have a bank account, but that's sort of a misnomer that people think it must have a bank account. Okay. In the original regulations, that was a requirement, but when the regulations are finalized, the requirement was removed. Dave: Okay. But practically speaking, it you probably wanna have a bank account. Brian Yes. Practically speaking, it makes all the sense in the world to have a bank account, a non-interest bearing bank account. Dave: And why is the non-interest bearing important? Brian Well, it, it has to do with one of the annual requirements of a disc. That 95% of its receipts have to be qualified export assets. I'm sorry, receipts. And so let's say in a year the company decides. You can't always decide not to use the DIS even though you've got it in place. So let's say the company says, well we're not gonna use the, this year we had a loss. In our business there's no using. Dave: Okay. Brian We say, okay, and then the DIS bank account earned a dollar 50 of interest income. Dave: Okay, Brian well 100% of the receipts are now not qualified receipts. Okay. Income and no other revenue. If there was a non-interest bearing bank account, it would just have no receipts and then it would be fine. But the earning, the dollar 50 of interest would disqualify that. Dave: Okay. So non-interest bearing account and then I guess the dollar amount in the bank account, what you start with, $2,500 initially. Brian Yeah, pretty much keep it there forever. Dave: But, but it doesn't matter if you end up, oh, if you're a little lazy and you forget to distribute all the money and you end up with 50 grand at the end of the year, that, that's not a problem, is it? Brian It is. Dave: It is. Everything's a problem Brian with you, Brian, because everything, 'cause the, these rules are draconian and everything can become a problem. So a commission dis anyway, a comm, [00:21:00] you know, a paper entity commission dis doesn't need $50,000 of working capital. And the IRS would hold that, that that's not a qualified export out. Like having too much working capital in DIS will cause it to fail. The other test, which is the 95 qualified export asset test 2,500, you know, an amount of cash equal to the capital stock is fine. Dave: Sure. Brian Amounts above that start to, you know, raise questions as to whether. That's reasonable working capital or not? Given that the entity's a paper entity, it doesn't really have any expenses. Maybe some bank fees. That would be about it. In most cases, it really doesn't need cash sitting. Dave: Yeah. Yeah. So maybe 3000, 3,500 to account for some bank fees or, Brian yeah, at most, yeah, we start getting about 5,000. It really starts to [00:22:00] look questionable. Dave: Okay. Oh, I just realized, I think in the initial assessment there was a step we forgot and that's, do they want to make it a buy sell disc or a commission disc? What percentage of your clients are commission discs? Mine a hundred percent. That's Brian 99%. Dave: Yeah. So we're just stepping ahead assuming that it would be a commission disc, Brian right. I mean, the only time you would really have a buy sell disc. 'cause if you have a business where. They're buying inventory from unrelated parties. And all the inventory is manufactured in the US and all of it is export. Dave: Yeah. Brian Okay. That, that, that I do have, like I said, two clients that have adopted that structure. One was commissioned disc with an S-corp and they converted, they merged the S-corp into the disc and just became an operating disc. You know, and that's a little different than a buy sell disc. I mean, an operating disc. People think of buy, sell dis an operating disc for the same thing. They're really not. I mean, 'cause you could have a, the equivalent of a commission disc, but have it be by sell where it could buy product from its related exporter and then export it. Dave: Okay. Brian It's possible that, that, that tho that fact pattern, I don't have any clients in. Dave: Okay. Brian It's possible. Dave: Okay. So we've got the election filed and then at some point the IRS will send the taxpayer letter approving the election, right? Brian Correct. That is, that was true. Dave: And then so we've got the, the B and usually it makes more sense to have the disc bank account at the same bank as the operating company, right? Brian It typically does, Dave: yes. Yeah. And we'll get into that when we get further into the operation of the disc. Okay. So it's all set up. And elections filed, election approved. So now certainly we're done with incorporation and government governance matters, right? Brian No. No, Dave: not yet. Brian Not yet. Not yet. Okay. We still have to make sure there's a a call, a related supplier agreement or disc commission supplier agreement in place between the, the exporting entity or entities and the disc itself. This document is, it's not, again, it's not required in the regulations, but it is recommended. It gives the related supplier a lot of flexibility in how it uses the disc and if it uses the disc and it gives it unilateral powers to decide not to use the disc. It also lays out the, you know, sort of boil legal boilerplate language about an inter intercompany agreement between the two business. Dave: So you could just go to chat GPT and have them spool up a one page sales agent agreement. Is that right? Brian Maybe. I don't know. I haven't tried that 'cause I don't wanna teach chat GPT how to, how to do that, but because every time you ask it a question, you teach it, right? Dave: Sure. Brian General, no, it's a pretty specific agreement and it has very specific provisions in it. Provisions and so somebody that knows what they're doing really needs to draft them. Dave: Okay. Okay. So this is kind of pointing away from just having your general corporate attorney who's never heard of a disc, do all that quote paperwork. Brian Yeah. I never recommend. I always recommend that a specialist do it, namely myself take care of it. Dave: Okay. Yeah. 'cause you are, in addition to having an accounting background, you're also a tax attorney, correct? Brian Correct. Dave: Correct. Okay. Brian Yeah. And you know, some of the documents that need to be created, yeah. That can be done by a general corporate attorney like bylaws and those as well and or other organizational documents that aren't disc specific can only be done by any attorney. But but if, but really it doesn't make sense to split that work up amongst different attorneys. Dave: Okay. Sure. Brian It all sort of be done by the same party to make sure that it's, that everything gets taken here. Dave: Okay. Brian And timely because there's a 90 day window to get this, in my opinion, to get this all done. Dave: Yeah, to co to coincide with the election filing. Brian Right. Because typically I don't provide any of the documents, including the election, to the, to the client until all these things are done. Dave: Yeah. Oh, I see. Sure, sure. Because then there's, Brian you know, they have to sign the disc election and there's all these other documents they need to sign and put in a minute book. And so rather than piecemeal it, we just give it to them all at once. Dave: Okay. So they've got their binder with all their signed documents or a signed copy of the 48 76 A that was filed a copy of the approval from the IRS. So now finally, are we ready to get started using our disc? Is there. Brian Collection the I. Yeah. As you've probably seen in the news, things are changing at the postal service as far as postmarks and what they can be relied on as when something was considered filed. So they're not promising the postmark things that they, you drop them in the mail anymore. Dave: Oh, really? Okay. I hadn't heard that. Brian Yeah. So it's recommended to go, like, walk it to a counter and have it hands stamped with [00:28:00] a postmark. Yeah. But more importantly, and unfortunately not everybody listens to this, send the form certified mail return receipt requested. 'cause many times document is sent to Kansas City and they lose track. Oh, we never got your dis election. We can't process your dis return, whatever. And then there's proof that it was sent and then they have to, you know, find it basically. Dave: Okay. Or Brian at least accept it, maybe even if they never find. Dave: Yeah. Brian But there's one other thing about the disc and that we didn't talk about and, and I'm reminded of it because something you asked me in passing last week, which is something about the year end of the disc, the year end of the disc must coincide with its principal shareholder. So if I have a C corp that's a fiscal year, but the owners of the disc aren't gonna be [00:29:00] individuals, that disc will be a calendar year disc. Dave: Sure. Brian Not be a fiscal year company. And you know, if. It's owned by, let's say an S corp that has a fiscal year, then the disc will have a fiscal year. It, it must have the same year as its principalship. Dave: Okay. Yeah. Good. Thanks for the reminder of that. Brian And sometimes the disc collection gets filled out incorrectly. Somebody assumes one thing and, and then when a return is filed, the IRS, they're like, they, they dunno what to do. Yeah. Yeah. Okay. Alright. Now finally, do we have a little bouncing baby disc to be delivered to its proud parents? I think so. Dave: Okay. Okay. Okay. Brian And that's usually, it's usually about three to five months after it was formed. Dave: Okay. Brian Is when it started eating solids. Dave: Okay. Alright, so now we've got the disc set up and 9:45 AM I'm, I'm sorry, I keep touching my watch and it says the time, apparently it's time to just take off my watch. Okay. So now, so let's just say that they have not yet set up the bank account. They've done everything else, and now it's time to set up the bank account so they, you know, call their local banker. They get it set up at the same bank, so it can be on the same online banking platform. And then they fund it. And does it matter where the funding comes, comes from for that bank account? Can they just like say the company. I mean, can just anybody fund it? Say there's three shareholders, can just one shareholder write a check for $2,500 to fund it? Or how does that all look? Brian Well, I mean, there, there will be a subscription agreement that shows how much each shareholder owes for their shares, and each shareholder should pay for them. Okay. Can't just be one. Dave: Okay. So we have the bank account set up, we're ready to go. And so now we're at the end of the year, or approaching the end of the year. Let's say we're in November of 2026. Anything we need to do before the end of the year Brian for an accrual based taxpayer? No. Okay. There's nothing paid to do, but before the end of the year. Dave: And what about for a cash basis? Brian For a cash basis, taxpayer, if we want a deduction in 2026. We need to pay the DIS in 2026, so Dave: we Brian would need to gather information in order to estimate a DIS commission for 2026 before the end of the year. Dave: Okay. So cash basis, that's what we need to do by the end of the year. Accrual basis. Basis, no. Do I need to do [00:32:00] anything by the end of the year? Brian You don't need to. You have an option to, if you'd like to, if you wanna have an idea of what the disc commission might be, or you actually wanna pay it before the end of the year, but there's no requirement. Dave: Yeah. And if you don't, and if you don't pay it by the end of the year, you get a deferral benefit Brian possibly. Dave: Yeah so say, say you did a hundred million of exports and your commission was $20 million. You just get to defer that whole thing till the next year, right? Brian No, Dave: no. Brian, all you say is No. Every good idea have you just say No. Brian It could defer 10% of it to the next year because only the income related to 10 million of export sales can be deferred, and it'd be a little less than 10% because the disc wasn't there the whole year. So we'd have to prorate that 10 million for the number of days the disc existed. And then some sliver can be deferred, but the rest of it is gonna be taxed to the shareholders as a deemed dividend Dave: in the current year. In the Brian current. Dave: Okay. Brian Then not taxed when physically distributed in the following. Dave: Okay, so we have an accrual tax payer. We get into the to 2027, and let's say they're extending their corporate return and they're planning to file that in August of 27. So we're done. We don't have anything else to do before August. Right? Brian That's not true either. Dave: Brian, Brian you're Dave: killing me. Brian Yeah, well, it, I mean, it depends. If nothing was done before the end of the year, then something needs to be done within the first 60 days after the accrual base taxpayer. Or, you know, let's say the cash base taxpayer says, I don't [00:34:00] care if I get my deduction next year, so I'm not gonna pay anything this year. Something needs to be paid at this within 60 days of the end of the year. Dave: So is this one of those things like the sales agent agreement, that that's just recommended? Brian No, this is required. Dave: Required. Okay. Brian Yeah. This is required. This is, this is one of the hot buttons the IRS will try to use to disqualify your disc. Dave: Okay. Brian So the disc accrues a receivable at the end of the year, even though it doesn't know the amount at the end of the year for all, for, for disc purposes and books an an accrual for the income at the end of the year. That accrual or the receivable is only a qualified export asset if, if the payment rules around that receivable or satisfy. Dave: Okay. Okay. Brian One Dave: rule Rules. Rules. There's always rules. Brian Yeah. It's very draconian. You have a 60 day rule and a 90 day rule. 60 day rule says you must pay a reasonable estimate of the disc commission to the disc within 60 days of the end of the year in cash or. It could be cash, it could be a note. Dave: And reasonable is just any old amount. You just put your finger in the air and ah, I think a hundred dollars is reasonable. Brian Again, that's not the case. There is a safe harbor for what is reasonable, and that safe harbor is f at least 50% of the final commission amount that you Dave: determine. But how do you know that in February Brian you have, Dave: if you're not preparing the corporate, Brian you have to try to compute an estimate before the end of FE Dave: and you have to nail it exactly at 50%. So if you think the commission's gonna be $1,217,412, you need to pay exactly 50% of that, Brian at least. [00:36:00] Dave: Oh, at least. So you could pay more. At Brian least you could pay more. And we always recommend maybe paying 75 to 80%. Dave: Okay. Brian Because if you pay whatever you pay. That amount is gonna be your limit. So if you thought it was gonna be a million and you paid 500,000 and it turns out to be 1,000,500, too bad. So sad, you only paid 500,000, you're capped at a million. Dave: Okay? I mean, that's the safe harbor. I suppose there might be circumstances where, where one could argue that they maybe the first year of the disc, and you know, they, they, Brian you can argue it, you can try to argue it, but there's no guarantee that the IS will accept any of the arguments. And the private letter rulings that exist from the 1970s would imply that they, they're really not going to accept just about any rationale for being reasonable other than that 50% bright [00:37:00] line safe harbor. Dave: Okay so you make the payment, Brian make that payment, and. Dave: Can you just book a journal entry? Do you, do you actually have to really move the money? It sounds like a hassle. Brian I mean, in, in general you have to, you have to either create a note or move cash. Dave: Okay. Brian Okay. Dave: But that might be a lot of money though. Like what if, what if it's like $2 million and million? The company only has a million dollars in the bank. Brian They could use the same capital multiple times. Dave: Oh, okay. Brian And roundtrip the money as many times as they need to, or like I said, use the, use the promissory note. Dave: Okay. Brian Short term promissory note to satisfy that requirement because it does say cash or property. Dave: Okay. So we get through February, we've made our, our 60 day payment. We've, we've, you know, sh sh we've, we, instead of doing 50%, we did about 80% of what we thought it was gonna be to give us some cushion, and now we can go take a vacation till the till the corporate returns ready. Brian Yeah. I, I, I think so. Dave: Okay. Brian I think so. Dave: Okay. So it's time to now. So it's time. Now, if they extend that corporate return, I guess they're gonna have to extend the disc return as well. Brian Well, the disc return is due September 15th as a matter of course. Dave: Oh, Brian are handy. There are no extensions. So really as far as the disc and its compliance goes, once you make that 60 day payment, there's really not much you can or should do or are able to do until the related entities tax return. Prepared. [00:39:00] So a lot of times they'll say, well, that's not gonna be done till September 15th, and we have to have a discussion about how that doesn't work because the disc return has to be done by September 15th, but in order to do the disc return, you need to basically a completed within it supplier returns. So then we have to work backwards from September 15th to figure out like when's the latest they can have that, that other return done in order Dave: to Brian get the disc return done. Now that's relatively easy in the past through context because all those pass through returns are also due September 15th on extension. Dave: Sure. Brian Whereas a C corporation, it's not so easy because the extended due date for a C corporation, if it's a calendar year is October 15th. So it may be that you have to file a disc return with a made up number on time and then amend it after. Okay. After September 15th. I've done that a number of times. Dave: Okay. So that makes sense. Brian Because as is good as CPAs are, they're deadline driven. So if a return is due October 15th, they're unlikely to have it done by the end of August. Dave: Yeah. Okay. So it's time to file the disc return. I assume the CPA firm probably has that disc return and their standard tax software with all the other forms. So you just have the CPA go ahead and prepare the disc return. I've looked at it, it's a short return. It's like 10 pages long. So you just go ahead and have the CPA prepare the disc return, then bing, bam, boom, you're done. Brian Could do that. Dave: Okay. Is there a drawback to doing that? Brian Yeah, it would probably be wrong. Dave: Okay. Why do you say that? Now, remember [Brian, we have a lot of CPAs who we have very good relationships with that we share clients, you know, saying that they're probably gonna do it wrong. I mean, heck, I don't really wanna annoy all my great CPAs we work with Brian Well, okay, but it, well, it's just a fact. It'll probably okay Dave: be Brian wrong because they might see one or two or three a year. They, they think they know what all the different terms on the district return mean, but they're not as familiar with that as they are with a S Corp return or a partnership return, or 1120. So they do what they think is right, and it may be right, it may not be right. So again, I, in my opinion, you want a specialist preparing the district return. Dave: Okay. Brian Okay. Because we know exactly how it's supposed to be filled out. And then if, if the calculation is done on a transaction by transaction [00:42:00] basis, there's this schedule P that gets attached to the return. Well, if you don't do a T by T, there's one Schedule P. If you do a T by T, there could be thousands of them. So I don't think CPAs and their software are equipped to complete thousands of schedule Ps and attach Dave: Yeah. Brian To the district. Dave: No, good point. And you're, you're getting your your enthusiasm to get to T by t had me, you got a little ahead of me. 'cause I was gonna ask, so client says, Hey, we have a desk. Our accounting department's busy. What's just the bare minimum of information we need to send you? What's the bare minimum? Brian Bare minimum would be qualified export sales. Dave: They just need to send you a number. Brian Yes. Dave: Then you take that number and how hard can it be? Right. Just take the, Brian it's not, it's not necessarily that hard at that point. Dave: Yeah. But say the profit on those sales [00:43:00] is the average profit of the company and taxable profit. And you compute the disc commission, you go through the Schedule P and compute the disc commission and pick the higher of the two numbers that you, that you compute. So you would just be like the final draft, corporate return and that total export number, you know, dollar amount for the year. And, and that's really all you need to, to do. That's Brian the bare bone. That's the bare bones, yeah. Dave: Okay. And that's what some people would call the standard calculation or a simple calculation, Brian I'd call it simple. Yeah. Dave: Okay. And that's also known as the 4% 50% calculation in some circles. Right. How does that work? Brian Well, it's also known as the safe harbor calculation in certain circles as well. Back to that, Dave: back to that safe harbor again. Brian Yeah. But that's actually not a safe harbor, so that's why I bring that up. Dave: Okay, well Brian that's the safe harbor calculation. I'm like, no, it's not. It's just the [00:44:00] calculation. There's nothing safe harbor about Dave: it. Okay. Brian Okay. It's just the rules that are found in the code and regs for computing and disc commission, and they're the two predominant methods. 4% of sales and the 50% of net profit, Dave: you just cherry pick whichever one works better. Brian Yeah, but the 4% method has limitations. So Dave: more limitations probably. Why? Why can't this just be simple? You said it was the simple calculation and now you're already telling me there's inherent complexity. Brian Even if it's simple, it's not totally simple. Dave: Okay. Okay, Brian so the, and I've seen this done wrong. Millions, well, not millions, hundreds of times, and I can say it is hundreds of times. Client computes the 4% method just by choosing 4% of sales. They don't look at what their net income is on the, on the [00:45:00] activity. They just say, oh, I'm allowed to use 4% of sales. The limit there is you cannot create a loss. There's something called the no loss rules. You can't create a loss with a disc commission if one doesn't already exist. So if the profit on, say, on the sales are 2% of sales, you can't take 4% of sales. You're limited to 2% of sales. And if, for example, you have a loss of the company, you're limited to zero. But I've seen situations where that's completely ignored. Dave: Okay? Brian Properly computed this commission of 4% of sales, but it should have been something less or possibly zero. Dave: Okay? So more complexity, but the good news, that's the extent of the complexity. One, schedule P, 4%, 50%, you know, make sure you, you don't create a loss. Now we're, we're all done. Pop. You [00:46:00] know what, what? Dusted and dusted and delivered we're, we're good to go. They've maximized their dis commission, right? And we're all done. They have a nice 10 page return to send to the IRS. Which by the way, can they file that electronically, that return? Brian Fortunately, there are no provisions for electronic filing of the disc return. It must be, Dave: what is this, the 1970s or something? Brian Pretty much Dave: Okay Brian with, with regard to the disc? Yeah. And, and some other forms. Yeah. But the, the, the benefit of that, here, I'll give you a benefit. The benefit of the fact that you must file a paper return is they can have an electronic signature on it. Okay. It doesn't have to have a wet signature. Dave: Okay? Okay. Brian So you could theoretically, for example, send your client the return using DocuSign, have them sign it. You print it, you file it for, Dave: okay. Okay. But, but now we're finally done. It's signed, it's done. And they say, boy, thank you very much, Brian. You've done, your team did a great job, and boy, I really appreciate, you know, we had 10 million of exports. We have all kinds of variability in our profit margins. And, but thank you very much. You, you created the amazing $400,000 or you calculated the 400,000 disc commission. Thank you very much. I couldn't imagine you went above and beyond. I couldn't imagine you could have done anything more. And then what do you say? Do you graciously say, oh, you're welcome. It was our pleasure. Brian I would graciously say, you know, we, we've just computed your minimum disc commission. Dave: Okay, Brian not your maximum. Because you have Dave: vast, lemme guess. Lemme guess. There's more complexity coming. Brian More complexity, which relies on more data being. Pulled from the client's [00:48:00] records to, to allow for a calculation of the DISC commission at a more detailed level, ideally at a line item by invoice level, Dave: line item. That sounds like a lot of work. Brian It can be. Can be a Dave: lot. What if the client says, our accounting department's busy? Sounds like we're gonna have to spend weeks gathering all this data for you. Eh, it's just, we're too busy, it's not worth it. What do you say then? Brian I gu I almost can guarantee you it will be worth it. Okay. Because looking at the detail is likely to cause at Disconnect commission to be anywhere from 50 to three, 400% higher than what it otherwise would've been. Now, unfortunately, in that first year, since you've already filed with a certain number, you're limited to two times what you paid in that 60 day window. But going forward. You know, there's no limit. Dave: Okay. Brian Whatever we compute can be your disc commission. So different industries have different amount of variability and t and transaction by transaction calculations have different impacts depending upon the industry, the profitability of the business, how many products they have, who they sell to. But it can vary. But I'll give you an example of one that we worked on recently where company had a hundred million of export sales. They took 4% of sales, and they've been taking 4% of sales year after year, after year, after year, after year, Dave: okay. Brian They brought us in like three weeks before the district return. Dave: Okay. Brian And we went through the calculations and we actually calculated 17 million Dave: as opposed to 4 million. Brian As opposed to four. Dave: [00:50:00] Yikes. That's a big difference. Brian It's a huge difference. And fortunately they were, you know, well, I mean they were very pleased with the result. And so now on a going forward basis, we're not doing 4% of sales. Dave: Okay? But you still have this. But if they were able to get a $17 million commission, then that means their corporate taxable income must have been at least 17 million. 'cause didn't I hear you say the disc commission cannot cause a loss. Brian It cannot cause a loss at the level at which you're computing the commission. So there's no, you're killing me, Brian. Just more complexity. Yeah. Well, it's very complex area. There's, there's no overall no loss rule. Like if you, you can, as long as you're meeting the rules as they're written, you can cause your entity to go into a loss position. Now, this particular instance, it did not do that, but [00:51:00] you could do that. Dave: Okay. And then if you get into a loss position, there are other non disc complexities that come into play that impact whether you want to maximize the loss in that entity or you want to target a particular loss in that entity. And that's not something that we get involved with, but we're certainly sensitive to it. Sure. Sure. And so you're saying for this client, even though I've heard some people say you've got the simple calc and then the hard calc. And so you'd wonder why would anyone do the hard calc? Well, it's because their commission went from 4 million to 17 million, which saved them hundreds of thousands of dollars. You created hundreds or millions of dollars with additional tax savings. Brian Right, right. Dave: Okay. Brian And by the way, after the first conversation we had with them, they said, oh [00:52:00] yeah, this is not something we can do. The accounting department said, this is not something we can do. Then the owner said, this is something you're gonna, Dave: it's funny how that, how that works. Okay. And then I'm guessing this extra work. You, you're probably gonna have to create another schedule P or two. So now the disc return, it's gonna be 10 pages. It's what? 20 pages? Is that kind of a typical page count? Brian No, it could be Dave: no. Brian Thousands of pages. Dave: Thousands. I mean, Brian, a ream of paper is 500. So thousands would be reams of paper. Brian Yes. I've had some returns that have like 15 binders of paper. Dave: Yikes. Brian Yeah. Just goes in a big box and I'm sure the IRS types, all those schedule Ps into their, Dave: I'm sure they do. Okay. So the return gets filed, so the return's ready. You take that box, you just slap a you print off a postal label online, drop it off at the post office. And you're done, right? You just give it to carrier, Brian understand, Dave: carrier, carrier your house or whatever. Brian Well, you can send it via FedEx. You can send it via UPS. And actually, in some ways, I think that might be better these days than the postal service. Dave: And why do you have to do that? Can you just slap, I mean, if you have your 15 binders, couldn't you just put a hundred stamps, you know, on the, the box and ship it in because they'll get it, right? I mean, it's not like they're gonna lose it or anything. Brian They might, they could very well lose it. And you definitely want proof of delivery and you want proof of mailing. So again, it's a certified mail if you're using the postal service or if you're using a private carrier like FedEx, you know, you get all that documentation about when it was shipped and when it was delivered.[00:54:00] Dave: Okay, well now at least we're finally done. Right? You ship it off. The CPA pulls the numbers from the disc return, puts it on the corporate and shareholder returns. Now we're done. It's gone to the IRS. We never have to think about it again. Right. Brian I'm not sure if that's a trick question or not, but in some ways that could be true, Dave: right? Yeah. But it, but I guess you could get audited, right? Brian Could get audited by an agent who has no idea what they're doing, which is typically the case. Dave: So that's why you want your CPA defending you in that case. 'cause then it's like the blind leading the blind. Brian No, I think it's better if someone with site is involved. So again, the specialist who did the disc work should represent the taxpayer or be involved with the representation of taxpayer in the case of the audit. Dave: Okay. Brian And the should be involved. Because really what's under, what's really in question is the [00:55:00] deduction on that entity's tax return. The dis itself doesn't pay tax. So they rarely audit a dis quote. Dave: Okay? So if I break it down, you to do it really right? You need a specialist to guide you on the initial structure of the disc. You need another specialist to set up the, the disc. You need another specialist to do all the paperwork, make sure the document's correct another specialist to prepare the return, and then another specialist to defend you. So is that about right? So do you need like five different people to make sure everything's done right? Brian? Isn't there some way that you could just have one person that could just do it all for you and be done with it? Brian Well, of course. Dave: Okay. Finally, finally, I get a simple answer, Brian right? So if you, if you engage a disc specialist, that [specialist should be able to do all that. Dave: Okay? Brian Okay. Now, not every disc specialist is created equally. Dave: Sure. Brian You know, I brought up during our conversation that there are some non disc things that can also add complexity to the situation. Not every disc specialist will be sensitive to those things. Not every disc specialist will understand those things. So the benefits that like our organization brings is that. Least myself in particular, I didn't always just do IC disc work. I, I, I have a well-rounded knowledge of all of the, of the tax world. And so I am sensitive to non disc things. You know, for example, you know, another example, oh, a company has a lot of export sales. You would think it's a no brainer. They should have a dis, they should use the dis. They should, they, they should want to convert that ordinary income to qualified dividend [00:57:00] income. Well, what if the S-corp is owned by an ebit? What if there are passive shareholders? All of those things impact whether the disc commission actually helps or hurts their tax situation. And I would get, I would venture a guess that, you know, if you went out and Googled, you know, I see this specialist, you would find a handful. At most that understand all that stuff and how all it all interplays together as opposed to the multitude of those that won't understand any of it. Dave: Okay. Brian So I think a, a disc specialist that is sensitive to all the other tax rules is, is definitely something that is valuable. Dave: And you probably want someone with some experience who's done maybe, you know, what a dozen disc returns in their career, maybe 50 if they're really good. Like how many, how many have we done organization wide? Probably Brian probably 10,000. Dave: 10,000? Well, that's a lot more than 50. Brian Yes. Over the years it's probably close to that number. And we've probably claimed billions of dollars of just deductions and saved clients, hundreds of millions of dollars of tax. And, and I'm proud to say that every dollar we've ever claimed we've. Okay. Dave: So Brian I've never had an adjustment from the IRS. Dave: Well, that sounds like a, a good a good record. So bottom line, Brian that's, that's the best you can come up with a good record. I'd say it's Dave: well, I didn't wanna say a perfect record. I didn't want to jinxy. Brian No, but it's, it's, it's, it's pretty outstanding record. Dave: Yeah. It's a, it's an impressive record Brian because there are also just providers out there that say, well, you know, Dave: it's the Wild West. Brian The wild west, the IRS doesn't really understand it, so let's be as aggressive as possible. And, and that's not the way we approach it. Dave: Yeah. Wow. Well, this has been this has been a lot. So really it's that simple. So the person who wants to just do all this themselves, we've laid out the whole playbook for them. Brian Yeah. The only simple thing they have to do is call us. Dave: There you go. That is it. Yeah. And, and oh, the other thing, not only are you the Bob, hope you now have moved from number two to number one for the most experienced icy disc guy. I know now that Neil Block is retired. Brian Well, that's, I don't know if that's a plus or not. Whether I'll take it just means I've been doing it a long time myself. So Dave: yeah, Neil was, I think my second, first or second guess. And and I was just happy. 'cause his billing rate back then was like $1,500 an hour. I was just glad I didn't get a bill a month later for him being on the podcast. But he, [01:00:00] he did it for exactly 50 years at one firm, baker and McKinsey in Chicago. He had one office, one phone number, like the whole 50 years. Brian Yeah. That's, Dave: that is something you don't see much anymore. Brian Definitely not, no. It's, but it's very, that's. That's very cool. And Neil is a very, you know, is a very intelligent savvy guy. Dave: Yeah, that is for sure. Well, Brian, anything else that we didn't cover that you can think of? Brian I can't think of anything. I think we covered a, a great deal here. Dave: Okay. Brian Can't think. Dave: Well, I, I'll let Brian we omitted. Dave: Well, great. Well, hey, thank you so much for your time. Really appreciate it. And I'll let you get back to your, your exploration of your yard there. Brian Yeah. I feel like, it's funny I shrunk the kids. Dave: I know. Well, hey, well, well again, thanks again, Brian. We all appreciate your time. Brian You're welcome. Have a good day. Dave: You too.

We begin with breaking news from just six hours before the episode dropped: Las Vegas' own Ellie Parker has won Season 24 of Hell's Kitchen! Al was at the watch party at Main St. Provisions and talked to Ellie just minutes after the episode finale. As for the regular show: Bob Barnes sits in for Gemini this week for an episode that centers around a conversation with bartending legend Dale DeGroff. Al caught up with Dale shortly before he kicked off a new guest bartender series at The Vault in Bellagio. They talk about the history of American mixology over the past century. You'll also hear from Walbert Castillo about the new Istorya residency at Durango Social Club, and get restaurant reports on Butcher & Thief, Guerrilla Pizza, Amari, Toca Madera, Gymkhana and more. PLUS - beer news from Bob, a Happy Hour Report from Andrew Morgan and a rundown of the James Beard Award Semifinalists.

Send us a textFirst if you have not listened to EP22 listen to it  before you listen to this one. Its in the link below. Episode 22In this episode, we spotlight Red River Wines & Provisions, a unique Texas destination where thoughtfully crafted wines meet carefully curated provisions. Rooted in community and quality, Red River Wines & Provisions brings people together through locally inspired flavors, welcoming hospitality, and a passion for showcasing the best of Texas and beyond. From the story behind their wines to the experience they create for guests, this conversation highlights how food, wine, and connection come together in one memorable place.Perfect for wine lovers, food enthusiasts, and anyone curious about the evolving Texas wine scene.Red River Wines and Provisions

Italy has become a pioneer in regulating artificial intelligence (AI). Last autumn, the Italian parliament approved a draft bill concerning the "Provisions and delegations to the government on artificial intelligence", a legal framework aimed at regulating the development of the technology. Our Italy correspondent Natalia Mendoza reports.

Provisions of 22 new laws will go into effect in the new year. We got the breakdown about House Bill 8002 and what it means for 2026 from News 8's political reporter, Mike Cerulli.

God's promises are not just words—they're provisions, plans, and blessings beyond what we could imagine. In this powerful sermon on Deuteronomy 6:10-11, Pastor Chad Roberts unpacks how God gives us homes we didn't build, wells we didn't dig, and vineyards we didn't plant. It's a reminder that when we walk in obedience, God's abundance meets us right where we are. To support this ministry financially, visit: https://www.oneplace.com/donate/1388/29?v=20251111

Al, Gemini and Happy Hour Vegas' Andrew Morgan are together in the Arts District for the final episode of 2025, coming to you from Bjork Caviar on Main Street. Owner Christian Sandefeldt shares all of the basics on sturgeon roe, so you'll be comfortable making the indulgent treat part of your New Year's celebration. We also have restaurant reports from Amador Cocina Fina, Le Club by Partage and Butcher & Thief as well as interviews with Ellie Parker of Main St. Provisions, Keith Glynn of Nacho Daddy and Gabby Goodman of How Ya Dough In.    

God's promises are not just words—they're provisions, plans, and blessings beyond what we could imagine. In this powerful sermon on Deuteronomy 6:10-11, Pastor Chad Roberts unpacks how God gives us homes we didn't build, wells we didn't dig, and vineyards we didn't plant. It's a reminder that when we walk in obedience, God's abundance meets us right where we are. To support this ministry financially, visit: https://www.oneplace.com/donate/1388/29?v=20251111

Friday - When Our Provisions Fall Short, pt. 5 by Emmanuel Baptist Church, San Jose, CA

Thursday - When Our Provisions Fall Short, pt. 4 by Emmanuel Baptist Church, San Jose, CA

Unpopular Opinions From an Estate Planning Attorney #42: Crazy Trust Provisions Aren't Effective

Wednesday - When Our Provisions Fall Short, pt. 3 by Emmanuel Baptist Church, San Jose, CA

Tuesday - When Our Provisions Fall Short, pt. 2 by Emmanuel Baptist Church, San Jose, CA

Monday - When Our Provisions Fall Short, pt. 1 by Emmanuel Baptist Church, San Jose, CA

In episode #339 of SaaS Metrics School, Ben explains how change of control provisions in customer contracts can quietly derail due diligence, fundraising, or a future company exit. Drawing from real-world CFO experience and a recent webinar with a SaaS-focused tech attorney, Ben breaks down why seemingly standard legal language can introduce major risk into a SaaS company's recurring revenue profile. Ben highlights how buyers and investors scrutinize customer contracts during due diligence—and why poorly structured MSAs can threaten valuation, increase churn risk, or even kill a deal outright. What You'll Learn What a change of control provision is and why it matters How customer contracts are reviewed during SaaS due diligence Why change of control clauses can open the door to customer churn after an acquisition How procurement teams and customer legal teams typically push for these provisions When to push back, escalate, or seek alternative contract language Why contract structure is part of strong SaaS financial and operational readiness Why It Matters Customer contracts directly impact company valuation during an exit or fundraise Change of control provisions can trigger immediate churn risk post-acquisition Buyers want confidence in the durability of recurring revenue Poor legal hygiene can delay, discount, or kill a transaction Proactive contract review reduces future due diligence friction Strong back-office processes support long-term financial strategy and investor trust Resources Mentioned Webinar replay with Omid (tech attorney) on legal readiness for SaaS exits: https://www.thesaasacademy.com/pl/2148384654 SaaS Metrics course: https://www.thesaasacademy.com/the-saas-metrics-foundation

Steven Callahan survived seventy-six days in the Atlantic Ocean after his sailboat sank. He managed to escape on a life raft, surviving in the open water on fish that he speared, some rainwater, and the basic equipment he managed to salvage from his boat. Seventeen-year-old Juliane Koepcke was the sole survivor of a plane crash in an Amazon rainforest. She trekked the jungle for eleven days, dealing with wild animals, insects, and hunger. Both people understood the desperation of survival when provisions fell short. It takes a certain kind of person with strong instincts and a relentless will to live to survive the elements in solitude and uncertainty. Those with less tenacity would surrender to certain destruction, but these two kept struggling, clinging to the hope that they would persevere. Steven Callahan survived seventy-six days in the Atlantic Ocean after his sailboat sank. He managed to escape on a life raft, surviving in the open water on fish that he speared, some rainwater, and the basic equipment he managed to salvage from his boat.” Rewind a few thousand years and you'll find an obscure prophet of God living through threats, a divine drought, and devastating circumstances. This prophet burst onto the Bible scene as quickly as he departed on a chariot of fire. His name, Elijah, wouldn't be obscure for long. This first chapter of his story gives us a glimpse of how we can trust God when provisions fall short. The post LIMITED RESOURCES, LIMITLESS GOD: When Your Provisions Fall Short (YOU-Win’26, Study S1, Session 4) appeared first on YOU.

Fifty years ago, through Operation Babylift, LeAnn Thieman was asked to help escort 300 orphaned babies caught in the crossfire of the Vietnam War into the arms of loving families in the United States. This remarkable endeavor changed her life and inspired a later prolific career of writing bestselling books for the Chicken Soup series, as well as a successful speaking career. LeAnn is a wife, mom, nurse, and New York Times bestselling author and shares about the importance of listening to God's divine guidance in our lives. She describes what it was like to answer the Lord's calling and take a leap of faith that resulted in the rescue of hundreds of sweet babies who were orphans. She also discusses the importance of forgiveness and faith, and how these two concepts are inextricably tied together.TAKEAWAYSRefusing to forgive can take a physical toll on the body and keep us in bondageWe have to care for our minds, bodies, and soulsTake time to be still and listen to God's voice speaking into your lifeLeAnn has co-authored 14 Chicken Soup titles

In this Tech Talks episode, Mayer Brown partners Ana Bruder, Julian Dibbell, Gabriela Kennedy, Arsen Kourinian, and Oliver Yaros put four AI regimes head to head: the European Union's risk based Act, the United Kingdom's light touch approach, Asia's mixed models, and the United States' state by state patchwork. Their contracting playbook: lock down roles and risk, and go beyond "comply with law" to require risk management, human oversight, transparency, and data use limits. Our hosts close out by looking ahead to 2026 to see how these regimes diverge further. Show Notes:  00:04 Introductions to Artificial Intelligence Provisions in Technology Contracting 02:52 EU AI Act: Roles, Risk Tiers, and Contract Implications 04:05 UK's Pro Innovation, Light Touch Framework 07:50 Asia Snapshot: China's GenAI Rules vs. Soft Touch Regimes 10:58 U.S. Patchwork: State Laws, High Risk Use Cases, and Contracts 14:41 Negotiating AI Contracts Amid a Shifting Global Regulatory Landscape 18:44 Practical Best Practices for AI Contracting 24:50 Beyond "comply with law": Standards, Data Use, and Future Proofing 27:25 2026 Looking Ahead: Global Regulatory Trajectories

The bipartisan package that ended the shutdown includes measures to upgrade legislative operations, from a Data Map for AI readiness to Case Compass for smarter constituent service. Danielle Stewart of POPVOX Foundation explains how these changes tackle Congress's “pacing problem” and what comes next.See Privacy Policy at https://art19.com/privacy and California Privacy Notice at https://art19.com/privacy#do-not-sell-my-info.

Portugal's Constitutional Court strikes down four nationality law provisions while upholding ten-year citizenship timeline.View the full article here.Subscribe to the IMI Daily newsletter here. 

Date of First Use: December 28, 2025 Title: When Your Provisions Fall Short  The Point: God provides what you need when you need it. Life Connection: We live in an instantaneous world. Microwaves quickly heat up ready-to-eat meals. TV offers us video on demand. Online shopping expedites the shopping experiences and offers us home delivery, often on the same day. Consequently, we can become frustrated or impatient when things aren't available the second we want them. God does not work on our timetable, but He provides what we need when we need it.  Session Passage: 1 Kings 17:5-16 

Today's guest is Robin Gentry McGee, founder of Essential Provisions. Robin's story is part kitchen, part battlefield – not one of dirt and distant lands, but a battle for her father's health. Her early years were spent in the family's garden, followed by a career in food and restaurants, and then a seismic moment when her father's hospital experience forced her to rethink what we call “hospital food.” That led her from the kitchen to product development and ultimately to building shelf-stable meals designed with service members and high performers in mind. As Robin says: “These guys, especially when they were deployed, they need a taste of home. They need to feel like this just came off their loved one's stove.” This episode isn't about miracle cures or grand claims. It's about how a daughter's experience with her father—about family meals, advocacy, and seeing what people are actually fed when they're at their most vulnerable—became the engine for a company trying to reconnect service members to real food. We dig into product development, sourcing from regenerative farms, the procurement challenges with the military, and the practical reasons why a “taste of home” matters for health, performance, and morale. Enjoy!

Lebanon's Failure to Disarm Hezbollah Amid Regeneration — John Batchelor, Bill Roggio, David Daoud — Roggio documents that the Lebanese government continues to systematically refuse enforcement of Hezbollahdisarmament provisions negotiated in the ceasefire agreement one year prior, instead employing rhetorical frameworks of "dialogue and consensus." Daoud reports that the Trump administration is growing impatient with this intransigence, explicitly setting deadlines for Lebanese compliance and action. Batchelor emphasizes that Hezbollah is regenerating with unprecedented speed, focusing on easily manufactured assets including drone swarms, rendering the Lebanesestrategic concept of "containment" operationally meaningless and strategically ineffective in limiting Hezbollahcapabilities. 1902 CARACAS

Send us a textProvisions Fine Beverage is a visionary Wine, Spirit, N/A and cannabis Bev company. Click for more info:https://www.provisionsok.com/the-teamCheck out the website: www.drinkingonthejob.com for great past episodes. Everyone from Iron Chefs, winemakers, journalist and more.

In this episode of the Advancing Surgical Care Podcast, ASCA Chief Executive Officer Bill Prentice and ASCA Chief Advocacy Officer Kara Newbury discuss the 2026 final payment rule for ASCs released by the Centers for Medicare & Medicaid Services (CMS) on November 21. The 1,657-page rule establishes the inflation update for Medicare payments to ASCs, the expanded list of surgical codes that can be performed on Medicare beneficiaries in the ASC setting, significant changes to the ASC Quality Reporting Program and more. Prentice and Newbury break it all down in less than 20 minutes, providing essential guidance, information and resources for Medicare-certified ASCs in the year ahead.

Psalm 103:1-5  Luke 17: 11-19

Pastor James finishes our series, Entrusted, walking through the book of 2 Timothy. This week we looked at 2 Timothy 4:9-22 and saw that if we are going to entrust the Gospel to others, then we need God's provisions.

Thanksgiving Day has long been a time when Americans pause to remember the Pilgrims, their partnership with the Native Americans, and the bountiful harvest they celebrated together. At its core, however, Thanksgiving was established as a national day dedicated to giving thanks to God. Yet for many, this central truth has faded. Gratitude has become more connected to traditions, food, or circumstances than to the God who provides all things. In today's devotional and prayer, we see how Scripture calls us back to the heart of true thanksgiving — acknowledging God as the giver of every good gift and intentionally remembering His faithfulness. The Pilgrims modeled this well: despite difficulty, loss, and uncertainty, they paused to thank God. Their gratitude was rooted not in abundance but in trust. Similarly, we are called to thank God in every circumstance — whether life feels full or fragile. Gratitude lifts our eyes beyond our current challenges and helps us see God’s unchanging character. We thank Him by remembering His past faithfulness, by praising Him with our words and lives, and by offering sacrificial thanksgiving even when life hurts. Thanksgiving Day is a beautiful time to practice these rhythms, but they are meant to shape our entire lives. Gratitude keeps our hearts anchored in God’s goodness and reminds us that every provision — physical, emotional, and spiritual — comes from His generous hand. Bible Reading:“Give thanks in all circumstances; for this is God’s will for you in Christ Jesus.” — 1 Thessalonians 5:18 Takeaway Truths Thanksgiving is first and foremost an act of worship directed to God. Gratitude grows as we remember God's past faithfulness and daily provision. Praise is a powerful expression of thankfulness and shapes our hearts toward God. Sacrificial thanksgiving — praising God in hardship — deeply honors Him. True thanksgiving is not tied to comfort but to trust in God’s goodness. Let’s Pray Dear Father, On this Thanksgiving Day, we thank You first and foremost for Your goodness, Your faithfulness, and the gift of Salvation. We remember all that You have done for us through Jesus Christ — His coming into the world and His sacrifice on the cross so that we may live. Help us to praise Your name in every circumstance — with our words, our songs, our actions, and our service toward others. May our gratitude be rooted not in earthly comfort but in Your unchanging love and provision. We offer You a sacrifice of praise, choosing thanksgiving even in loss, disappointment, or uncertainty. You alone are worthy of all honor and praise. Thank You for Your bountiful provisions and for sustaining us each day. In Jesus’ name, Amen. Additional Scriptures for Reflection Psalm 100:4 Psalm 77:11 Ephesians 5:19–20 Hebrews 13:15–16 Related Resources The Practice of Gratitude - 3 Ways to Become Thankful - Crosswalk.com 6 Devotions That Will Anchor You in God’s Word Each Morning - Christianity.com Listen to more Your Daily Prayer episodes at LifeAudio.com Discover more Christian podcasts at lifeaudio.com and inquire about advertising opportunities at lifeaudio.com/contact-us.

Emily from Knead Bakehouse & Provisions, and Matt Pauley!- h4 full 996 Wed, 26 Nov 2025 22:30:56 +0000 2uELQZDh2rCk29TKNkzlDHxjkuVO6tlH comedy,religion & spirituality,society & culture,news,government The Dave Glover Show comedy,religion & spirituality,society & culture,news,government Emily from Knead Bakehouse & Provisions, and Matt Pauley!- h4 The Dave Glover Show has been driving St. Louis home for over 20 years. Unafraid to discuss virtually any topic, you'll hear Dave and crew's unique perspective on current events, news and politics, and anything and everything in between. © 2025 Audacy, Inc. Comedy Religion & Spirituality Society & Culture News Government False https://player.amperwavepodcast

The Fat One is back with a recap of his day that included a trip to Shady Pines, Chrima decorations, the coupon, quiz programs and excitement in going to see the pink and green witches. Happy National Peanut Butter Fudge Day.

This Day in Legal History: Statute of MarlboroughOn November 18, 1267, the Statute of Marlborough was enacted during the reign of King Henry III of England. It is the oldest piece of English statute law still partially in force, with four of its original twenty-nine chapters remaining on the books. The statute emerged from a period of intense baronial conflict and civil unrest, notably the Second Barons' War, and was part of a broader effort to restore royal authority and stabilize governance through legal reform. It reinforced the crown's prerogatives while addressing grievances raised by rebellious nobles, making it a compromise between royal and feudal powers.Among its most enduring provisions were regulations on the practice of “distress,” which referred to the seizure of property to compel debt repayment or enforce court judgments. The statute restricted unlawful and excessive distresses, requiring them to occur only with legal justification and in the appropriate jurisdiction. These reforms curtailed private self-help remedies and emphasized formal court processes, laying foundational principles for due process and the centralization of judicial authority. It also addressed issues like wardship, waste of land, and the obligations of tenants—key concerns in the feudal legal structure.The Statute of Marlborough built upon earlier reforms such as the Provisions of Oxford and Westminster, but had a more lasting legal impact. Its survival into modern times speaks to the durability of certain legal concepts, especially those reinforcing procedural fairness. Some of its language has been modernized, but the essence of its rules remains intact in English law. The statute reflects an early attempt to systematize and limit both public and private power through legal mechanisms. Legal historians often point to it as a stepping stone on the path to the English common law tradition.The Supreme Court has agreed to hear a case challenging the federal government's authority to limit asylum processing at official U.S.-Mexico border crossings under the now-rescinded “metering” policy. Originally implemented under President Trump and formalized in 2018, metering allowed border agents to stop asylum seekers before they crossed into the U.S. and decline to process their claims, even when they were physically present at ports of entry. The Biden administration repealed the policy in 2021, but Trump's return to office has revived interest in reestablishing it.At the core of the case is the legal meaning of the phrase “arrives in the United States,” with the Ninth Circuit ruling in 2024 that it includes people who reach official border entry points—even if still on the Mexican side. That ruling held that federal law requires asylum seekers at ports of entry to be inspected and allowed to apply, regardless of logistical constraints like capacity. The advocacy group Al Otro Lado, which brought the lawsuit in 2017, argues the metering policy illegally circumvented these obligations, leaving vulnerable migrants stranded in dangerous border conditions.Trump's Justice Department contends that “arrives in” means actual entry, not mere proximity—using analogies ranging from Normandy to football to make its point. The administration has also signaled that it intends to resume the policy if conditions warrant. The case, which will likely be decided by June, comes amid broader efforts to restrict asylum protections globally and may clarify the limits of executive power over humanitarian migration policy.Supreme Court to review US government power to limit asylum processing | ReutersA California judge has blocked a proposed class action lawsuit involving 6,000 Black workers at Tesla's Fremont factory who alleged systemic racial harassment, marking a significant legal win for the company. Judge Peter Borkon ruled that the case could not proceed as a class action because the plaintiffs' attorneys failed to secure testimony from at least 200 workers—raising doubts about whether the experiences of a smaller group could represent the broader workforce. This reverses a 2024 decision by another judge who had previously allowed the class to move forward.The original lawsuit, filed in 2017 by former worker Marcus Vaughn, alleged pervasive racism at the facility, including slurs, racist graffiti, and even nooses in work areas. Tesla has denied allowing harassment and said it takes disciplinary action against those who violate company policy. While this ruling narrows the scope of Vaughn's lawsuit, Tesla still faces other legal challenges, including a similar case from California's civil rights agency and a separate federal suit brought by the U.S. Equal Employment Opportunity Commission. Tesla has previously settled other race discrimination lawsuits brought by individual employees.Tesla wins bid to undo race bias class action by Black factory workers | ReutersAshurst and Perkins Coie have agreed to merge, forming a global law firm with 3,000 lawyers and $2.7 billion in revenue—placing it among the world's top 20 legal outfits by size. The merger, expected to close in late 2026 pending partner approval, will create Ashurst Perkins Coie, with 52 offices across 23 countries. The move is part of a broader trend of transatlantic law firm consolidation aimed at scaling up to serve cross-border clients more effectively.Leadership will be shared between Ashurst's global CEO Paul Jenkins and Perkins Coie's managing partner Bill Malley, who emphasized the merger's value for clients in technology, financial services, and energy. Talks began in early 2025, with both firms framing the deal as a long-term strategic alignment. Perkins Coie recently gained attention for its role in successfully challenging executive orders from President Trump's administration targeting the firm and others tied to his political adversaries. While the firms say they have no current plans to expand their office footprint, the combination signals a deepening of U.K.-U.S. legal market integration.Law firms Ashurst, Perkins Coie agree merger to create global top-20 outfit | ReutersMy column for Bloomberg this week looks at OpenAI's effort to expand the CHIPS Act tax credit into a broad-based AI infrastructure subsidy—and what it reveals about the government's evolving role in underwriting the AI economy. OpenAI has asked the federal government to stretch the Advanced Manufacturing Investment Credit—originally designed to revive U.S. semiconductor manufacturing—to cover the entire AI stack, from servers to steel. That request arrives as data centers' energy consumption and land use start imposing real costs on local grids, budgets, and communities, raising the question: who's actually footing the bill for AI?I argue that this isn't a bailout so much as a bid for taxpayer-backed central planning, with a venture-capital gloss. AI infrastructure projects like OpenAI's Stargate centers already benefit from layers of state and local tax breaks, discounted electricity, and favorable land deals. Adding a 35% federal credit on top creates a subsidy stack that warps local priorities—school districts lose tax revenue, utilities are forced to reroute energy, and residents pay more on their bills. The public impact is mounting, even as the private benefit remains largely proprietary and insulated.Rather than offering blank checks, Congress should condition federal support on clear benefit-sharing requirements: job thresholds, emissions transparency, energy sourcing obligations, and clawbacks for missed targets. I propose a framework that makes federal aid contingent on upfront impact disclosures, co-investment in the grid, and full accounting of overlapping subsidies. Industrial policy isn't inherently bad—but without enforceable terms, we're not funding a public-private partnership. We're subsidizing a corporate buildout dressed up as a national security imperative. This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe

Connect with Authentic Church: Visit us at http://www.authenticoc.com Follow us on social media for more inspiring messages! #RedeemingTime #Stewardship #ChristianLiving #AuthenticChurch #PurposefulLiving #Faith

We ought to look back at all the ways the Lord has delivered us and guided us.  He has been with us every step of the way, as He was with the children of Israel in the wilderness.  He provided for them with manna from Heaven every day.  Today He has provided for us through Christ, fulfilling all our needs. Exodus 16 VF-2511 Watch, Listen and Learn 24x7 at PastorMelissaScott.com Pastor Melissa Scott teaches from Faith Center in Glendale. Call 1-800-338-3030 24x7 to leave a message for Pastor Scott. You may make reservations to attend a live service, leave a prayer request or make a commitment. Pastor Scott appreciates messages and reads them often during live broadcasts. Follow @Pastor_Scott on Twitter and visit her official Facebook page @Pastor.M.Scott. Download Pastor Scott's "Understand the Bible" app for iPhone, iPad and iPod at the Apple App Store and for Android devices in the Google Store. Pastor Scott can also be seen 24x7 on Roku and Amazon Fire on the "Understand the Bible?" channel. ©2025 Pastor Melissa Scott, Ph.D., All Rights Reserved

Call it the best of both worlds. Cheeky's is a seafood restaurant and raw bar that opened earlier this year in St. Petersburg. It has the convenience of the city's walkable Grand Central District, with the breezy vibe of a beachfront eatery.The restaurateur behind Cheeky's—a.k.a. Cheeky himself—is Nate Siegel. He also cofounded the popular Willa's restaurant and adjoining Willa's Provisions coffee shop in Tampa.We recently slid into a booth at Cheeky's to chat with Nate. In this conversation, the Tampa native shares how Cheeky's got its name, how his time working in the Northeast influences his Florida restaurants and why, despite all the stress, he still loves working in restaurants.

Call it the best of both worlds. Cheeky's is a seafood restaurant and raw bar that opened earlier this year in St. Petersburg. It has the convenience of the city's walkable Grand Central District, with the breezy vibe of a beachfront eatery.The restaurateur behind Cheeky's—a.k.a. Cheeky himself—is Nate Siegel. He also cofounded the popular Willa's restaurant and adjoining Willa's Provisions coffee shop in Tampa.We recently slid into a booth at Cheeky's to chat with Nate. In this conversation, the Tampa native shares how Cheeky's got its name, how his time working in the Northeast influences his Florida restaurants and why, despite all the stress, he still loves working in restaurants.

This week the crew sits down with Brian London, Sommelier and wine buyer for one of Sonoma County's most beloved spots, Table Culture Provisions. Known for its eclectic and adventurous wine list, TCP has become a favorite among locals and winemakers alike — and Brian is the man behind its carefully curated selections. After falling in love with France during a trip with his fiancée, Brian began importing small-production wines to the States, eventually launching 4Play Wines, a boutique distributorship focused on producers with meticulous farming practices and distinct personalities. He shares stories from his travels, insights into sourcing hidden gems, and even kicks things off by pouring a 2014 Beaujolais and some White Burgundy — instantly winning over the hosts. Plus, a special drop-in from Isabel Gassier wraps up this lively and wine-soaked conversation. [Ep 389] @tcprovisions | @4playwines | @isabelgassierwine

Ethan Pikas, Owner & Alex Cochran, Chef de Cuisine at Cellar Door Provisions, joins Lisa Dent to discuss Alex Coachran being a finalist for The Banchet’s Rising Chef award. They share the process behind their dynamic menu, working to be as resourceful as possible in making delicious food for their diners.

On this week's exciting episode, the guys delve into a captivating discussion centered around the beloved Halloween classics, Hocus Pocus and Halloweentown. They explore the unique themes, characters, and cultural impact of both films, highlighting how each has carved out a special place in the hearts of audiences over the years. The conversation takes a nostalgic turn as Cody shares with Joe the recent addition of Something Wicked This Way Comes to Disney+, a film that many remember as a chilling yet fascinating tale from their childhood. He reflects on the stark contrast between the scariness of children's movies from their youth and the more sanitized versions available today, sparking a debate about how the portrayal of fear and adventure has evolved in family-friendly cinema. Cody also recounts an exciting personal experience, revealing how he and his partner Paige recently won a massive 12-foot-tall skeleton in a local contest. This impressive decoration not only fulfills one of Paige's long-held dreams but also adds a thrilling touch to their Halloween festivities. The guys discuss the joy of decorating for the season and the fun that comes with embracing the spooky spirit of Halloween, sharing tips and ideas for creating the perfect atmosphere. In another segment, Joe shares his recent culinary adventure with his family during a trip to Wickenburg, where they visited Capital Farms Meats & Provisions. He describes the delightful experience of exploring the local food scene, sampling various gourmet meats, and discovering unique provisions that reflect the region's rich culinary heritage. The conversation flows as they discuss the importance of family bonding over food and how such adventures can create lasting memories. Finally, Cody brings up some intriguing news regarding the prolific author Stephen King, revealing that he is currently working on two new novels. He discusses the significance of this announcement, especially in light of King's decision to take a break afterward to spend quality time with his family while he is still in good health. This leads to a thoughtful conversation about the balance between creative pursuits and personal life, as well as the impact of King's work on the horror genre and literature as a whole. The episode wraps up with reflections on the importance of storytelling, both in film and literature, and how these narratives shape our understanding of fear, adventure, and personal connections.Official Website: https://www.comesnaturallypodcast.comOfficial Merchandise: https://shop.spreadshirt.com/comes-naturally-podcast/iTunes: http://tinyurl.com/kqkgackFacebook: http://tinyurl.com/myovgm8Tumblr: http://tinyurl.com/m7a6mg9Twitter: @ComesNaturalPodYouTube: http://tiny.cc/5snxpy

In this inaugural episode of Ogletree's No Tax, No Problem podcast series, Scott DeLuca (of counsel, Buffalo) and Chris Hammon (shareholder, Miami)—who are the co-chairs of Ogletree Deakins' Hospitality Group, are joined by Mike Mahoney (shareholder, Morristown/New York) to discuss the “no tax on tips or overtime” provisions of the One Big Beautiful Bill Act. Mike, who is the chair of the firm's Employment Tax Practice Group, explains what qualifies as tips and tipped occupations, how withholdings would change, and when the rules would kick in. The speakers also examine potential impacts on service and hourly workers, payroll systems, and federal/state revenues, providing essential insights for employers in the hospitality industry.

In this episode, President and Senior Financial Planner Paul L. Moffat and co-host Director of Financial Planning Jordan Naffa continue their discussion of the One Big Beautiful Bill, focusing on additional provisions and new planning opportunities that could reshape personal and retirement strategies.Paul and Jordan explore how expanded 529 plan benefits, new savings vehicles, and advanced tax-planning tools can help build long-term financial flexibility. They also discuss how Roth conversions and Life Insurance Retirement Plans (LIRPs) can work together to create tax-efficient retirement income streams in light of recent legislative changes.In this episode: ● Expanded 529 plan coverage for homeschooling, tutoring, and professional credentials ● Introduction of the MAGA Savings Account with government contributions for minors ● Strategic use of Roth conversions before required minimum distribution age ● Benefits of Life Insurance Retirement Plans for tax-deferred growth and income ● Coordinating multiple strategies to achieve tax-free or tax-efficient retirement incomeIf you have any questions, call the Arista Wealth Management office located in Las Vegas, NV at 702-309-9970Connect with Arista Wealth:Website: https://www.aristawealth.comEmail: support@aristawealth.comCall our office: 702-309-9970 The opinions expressed in this podcast are for general purposes only and are not intended to provide specific advice or recommendations for any individual or on any specific security. It is only intended to provide education about the financial industry. It is not intended to provide tax or legal advice. To determine which investments may be appropriate for you, consult your financial advisor prior to investing. Any past performance discussed during this program is no guarantee of future results. Any indices referenced for comparison are unmanaged and cannot be invested into directly. As always please remember investing involves risk and possible loss of principal capital: please seek advice from a licensed professional.Arista Wealth Management is a registered investment adviser. Advisory services are only offered to clients or prospective clients where our firm and its representatives are properly licensed or exempt from licensure. No advice may be rendered by Arista Wealth Management unless a client service agreement is in place.

This week Aaron from Rustic Golf Provisions joins TJ to talk all about his journey in golf and what he has done to build up his own golf community. We cover everything from his background in golf to starting woodworking. Aaron even fills us in on some future plans for his brand as he delves in selling picture frames not just for your own art but even for on course photography that he has shot himself. Aaron has found the perfect way to combine his love of golf, woodworking, and photography all into one. He is currently taking orders for custom bag tags for individuals as well as bulk orders for events. He plans to expand into other options in the future as well, possibly including ball marker displays, hole in one displays, and more as the business continues to boom!https://www.rustic-golf-provisions.com/https://www.instagram.com/rusticgolf_provisionsSend us a message and let us know what you thought about this episode! Acorn Hills Clothing Co.Use code BASIC15 for 15% off. Look Good, Feel Good, Do Good. A Zero Waste Clothing CompanyCourse RecordUse BasicBogeys10 at checkout for 10% off their functional hydration drink!Tally TumblerUse BASIC20 for 20% Tally Tumbler. The tumbler to stay hydrated, competitive, and in control! The Putter ShopUse code BasicBogeys15 for 15% off your order!BagBoy - Dynamic BrandsUse code TJ15 at checkout for a discount on your very own Nitro BagBoy Push Cart!Trouble Off the TeeUse code BASIC20 for 20% off Trouble Off the Tee Hats. Play Golf Your Way! Thanks for listening. Tune in next Thursday for our next episode! Support the showFollow Basic Bogeys here:Instagram: https://www.instagram.com/basicbogeysTikTok: https://www.tiktok.com/@basicbogeysYouTube: https://www.youtube.com/@basicbogeys?sub_confirmation=1

sermon notes

In this episode of the Fit4Privacy Podcast, host Punit Bhatia explores the EU AI Act— why it matters, what it requires, and how it impacts your business, even outside the EU.You will also hear about the Act's risk-based approach, the four categories of AI systems (unacceptable, high, limited, and minimal risk), and the penalties for non-compliance, which can be as high as 7% of global turnover or €35 million.Just like GDPR, the EU AI Act has global reach—so if your company offers AI-based products or services to EU citizens, it applies to you. Listen in to understand the requirements and discover how to turn AI compliance into an opportunity for building trust, demonstrating responsibility, and staying ahead of the competition.KEY CONVERSION 00:00:00 Introduction to the EU AI Act 00:01:22 Why the EU AI Act Matters to Your Business 00:03:40 Risk Categories Under the EU AI Act 00:04:52 Key Timelines and Provisions 00:06:07 Compliance Requirements 00:07:09 Leveraging the EU AI Act for Competitive Advantage 00:08:38 Conclusion and Contact Information  ABOUT HOST Punit Bhatia is one of the leading privacy experts who works independently and has worked with professionals in over 30 countries. Punit works with business and privacy leaders to create an organization culture with high privacy awareness and compliance as a business priority. Selectively, Punit is open to mentor and coach professionals.  Punit is the author of books “Be Ready for GDPR' which was rated as the best GDPR Book, “AI & Privacy – How to Find Balance”, “Intro To GDPR”, and “Be an Effective DPO”. Punit is a global speaker who has spoken at over 30 global events. Punit is the creator and host of the FIT4PRIVACY Podcast. This podcast has been featured amongst top GDPR and privacy podcasts.  As a person, Punit is an avid thinker and believes in thinking, believing, and acting in line with one's value to have joy in life. He has developed the philosophy named ‘ABC for joy of life' which he passionately shares. Punit is based out of Belgium, the heart of Europe.  RESOURCES Websites www.fit4privacy.com,www.punitbhatia.com Podcast https://www.fit4privacy.com/podcast Blog https://www.fit4privacy.com/blog YouTube http://youtube.com/fit4privacy 

______________________________ Subscribe to the show: Apple, Spotify, Stitcher, Audible, or Google. Please rate and review the show on your favorite Podcast platform, and if you have any questions or comments, message us here, or send us an email at boozedancing@gmail.com. ______________________________ Episode 66: An Old Fashioned Lowdown. If they go high, we go low […]

Pamela Rocha joins the Exchange to discuss the details.

The Shareholders Association remains concerned over investors getting involved in wholesale investment schemes. 

Self-insuring can feel complicated—especially when you get into contract provisions or health insurance captives.In Part 2 of our 3-part series with the Podfather himself, Spencer Smith, CSFS®, we break down:What a health insurance captive actually isWhen a captive might be the right fit for your group Key contract nuances every employer should understandPractical insights for anyone dealing with group benefitsThis series was a blast to record and is packed with value for employers, HR pros, and benefits decision-makers. If you missed Part 1, go check it out—and don't miss this episode if you want to take your self-funding knowledge to the next level.HIT LinkedIn: https://www.linkedin.com/company/the-h-i-t-podcast/about/HIT IG: https://www.instagram.com/the_hitpodcast/HIT Spotify: https://open.spotify.com/show/3bZ4GyZEm8Acmo60BetLHm?si=7f59f1b218b14ef6&nd=1&dlsi=cba58f30269a4c34HIT iTunes: https://podcasts.apple.com/us/podcast/the-h-i-t-podcast/id1685677680?i=1000611317315About the Show:The H.I.T. Podcast (Powered by Montage Insurance Solutions): A thought leader in the space, curating the top news and information to deliver a brief, high impact overview designed specifically for the Human Resources professional, business person, and company executive.#TheHITPodcast #SelfFunding #StopLoss #CaptiveInsurance #GroupBenefits #SpencerSmith #Healthcare #HRLeadership #EmployerBenefits

The One Big Beautiful Bill Act (OBBBA) – a sweeping piece of tax legislation that impacts everything from deductions to child savings accounts – has been passed. Do you know what it means for your financial plan?In this episode of The Agent of Wealth Podcast, host Marc Bautis is joined by John Williams to break down key provisions of the new law and highlight the biggest planning opportunities.In this episode, you will learn:How the new $40,000 SALT deduction cap works, who benefits, and why the phaseout rules could make itemizing worthwhile again for taxpayers in high-tax states.What the Senior Standard Deduction offers to those age 65 and older, how the phaseout thresholds apply, and how it compares to existing deduction strategies in retirement.Why the newly introduced Trump Accounts — government-seeded investment accounts for children — could become a powerful savings tool alongside 529 plans and Roth IRAs for kids.How changes to charitable contribution rules — including the new deduction cap, minimum “floor,” and standard deduction adjustments — may influence when and how you give.Plus: new above-the-line deductions for tips and overtime, expanded 529 plan uses, car loan interest deductions, the repeal of EV and residential energy credits, and more.Resources:Episode Transcript & Blog | The One Big Beautiful Bill Act Checklist | Bautis Financial: 8 Hillside Ave, Suite LL1 Montclair, New Jersey 07042 (862) 205-5000 | Schedule an Introductory Call

In this episode of The Produce Moms Podcast, host Lori Taylor interviews Meghan Rowe, Founder and CEO of White Leaf Provisions.   They discuss the journey of creating a brand focused on biodynamic and regenerative farming practices, the importance of transparency in food production, and the balance between family life and entrepreneurship. Meghan shares insights on the challenges and successes of scaling her brand while maintaining its core values, and her vision for improving school nutrition in the future.