Under the Basswood Tree Podcast

Basswood Counsel
  • 5.0 (2)
  • Entrepreneurship
  • Updated Biweekly

Bringing you the latest updates and analysis of important legal developments in corporate and tax. Our podcast delves into discussions around complex laws and regulations, tackles challenging scenarios, and provides insights to help you understand and navigate the ever-changing legal and commercial landscape.

  1. Sep 22

    U.S. Business Structures: Legal and Tax Choices Across Borders

    Season 2 Episode 18: U.S. Business Structures: Legal and Tax Choices Across Borders Choosing a U.S. business structure involves legal, tax, state-level, and cross-border considerations. Chris Klug and Meritxell Mont discuss LLCs, corporations, tax classification, and international coordination.   Watch on YouTube Choosing a U.S. business structure involves more than deciding which legal entity to form. In this episode of Under the Basswood Tree, Basswood Counsel partner Chris Klug and Meritxell Mont, a corporate attorney and tax advisor with Capital Auditors and Consultants, discuss U.S. entity structures and their tax treatment in the context of international expansion. They examine LLCs, corporations, branches, federal and state taxation, corporate formalities, and tax treaties. The conversation also considers why a structure that works from a U.S. perspective may have different consequences in another jurisdiction. The episode is particularly relevant to international companies, investors, and business owners considering U.S. operations or investment.  Podcast highlights you shouldn’t miss:  How U.S. legal entities and tax classifications differ LLCs, corporations, and branch structures Federal and state tax considerations The role of tax treaties Why cross-border adviser coordination matters  Host: Chris KlugChris is a trusted attorney with extensive experience in taxation, corporate planning, mergers and acquisitions, and estate planning. He guides clients through complex tax matters to deliver practical solutions. Guest: Meritxell MontMeritxell is a Spanish lawyer specialized in legal and tax advice to companies with a strong international focus. She has experience working with multinationals from different sectors on their corporate implementation in the Spanish market, as well as supporting them in their internationalization processes in other countries. In addition, she is in charge of the international business development of the firm, as well as the Manager of the Barcelona office of Capital Auditors and Consultants. If this episode resonates with what you’re working through, contact info@basswoodcounsel.com. We’ll help you bring clarity to the key decisions, risks, and priorities, with the right support across our complementary practice areas. Share: More Podcasts U.S. Business Structures: Legal and Tax Choices Across Borders Choosing a U.S. business structure involves legal, tax, state-level, and cross-border considerations. Chris Klug and Meritxell Mont discuss LLCs, corporations, tax classification, and international coordination. Structuring U.S. Expansion for Spanish Companies U.S. expansion for Spanish companies can involve both federal requirements and state-specific legal, tax, and employment considerations. This conversation explores how businesses can approach those issues when planning their U.S. Choosing the Right Structure for U.S. Expansion into Spain Expanding a U.S. company into Spain involves more than forming an entity. The conversation considers employment costs, VAT, accounting, transfer pricing, and the importance of coordination among U.S. and Spanish Spain as a Gateway to Europe: Planning a U.S. Expansion What should a U.S. company consider before entering Spain? This episode examines market-entry planning, employment requirements, local presence, and other issues businesses may encounter when expanding into the Spanish market. Moving a Company to Another State: Understanding Corporate Domestication Corporate domestication allows certain businesses to relocate their legal domicile without necessarily dissolving the existing entity. This episode examines the tax, legal, and regulatory considerations that should be evaluated before Do U.S. Persons Abroad Still Need to File Taxes?   This episode examines U.S. tax obligations for citizens, green card holders, and other U.S. persons with income or assets outside the United States. Topics include foreign tax credits, FBAR, FATCA, Part 2: Broker Dealer Compliance Deep Dive: Beyond Registration — Operations, Marketing, AI, Reg BI, and Ongoing Oversight Compliance does not end after registration. In Part 2 of this broker-dealer compliance series, Jephte Lanthia and Erik Dolan explore the ongoing regulatory, operational, and supervisory responsibilities that broker-dealers face, Part 1: Broker Dealer Compliance Deep Dive: Regulatory Foundation — Registration, WSPs, Capital Requirements, and FINRA Approval From FINRA registration and WSPs to capital requirements and supervision systems, this episode explores the foundational side of broker-dealer compliance. Beyond Returns: Investor Confidence & Governance, A Zimbabwe Perspective  From governance structures and reporting standards to diaspora investment and institutional readiness, this conversation examines the practical realities behind attracting long-term capital. Estate Planning Explained: The Documents, Decisions, and Conversations That Matter Estate planning is not just about preparing documents. It is about helping families make informed decisions before difficult moments arise. U.S. Tax Rules for Foreign Investors: U.S. Trade or Business & ECI Explained When do foreign investors become subject to U.S. tax? This conversation explores how activities, structure, and timing determine whether income is taxed—and how to plan ahead. U.S. Tax Sourcing Rules: How to Determine Where Income Is Taxed Sourcing rules answer a simple but critical question: where is your income actually earned for tax purposes? Transfer Pricing Explained: Getting It Right Across Borders  Transfer pricing is not about finding a perfect number. It is about building a defensible position grounded in data, comparability, and how your business actually operates. Estate Planning Explained: When a Will Is Enough and When a Trust Makes Sense  Estate planning often begins with a simple question: should your plan be centered around a will or a trust? This conversation explores how the two structures differ, how probate fits The Strategic Importance of Estate Planning Estate planning is more than drafting a will – it’s about aligning your assets, beneficiaries, and tax strategy into one cohesive plan. In this episode, Chris Klug and Gina Lee FBAR and FATCA – Filing Pitfalls, Thresholds, and Practical Tips In Part 2 of our FBAR and FATCA series, Rudo Mugwagwa and Gina Lee move from understanding the rules to addressing where filings most often break down and how to FBAR and FATCA Explained – Understanding the Differences and Overlap This episode discusses the FBAR and FATCA frameworks, common misunderstandings, and the consequences of getting compliance wrong. Coming to America (Part 2): Key U.S. Tax Considerations Entering the U.S. market involves far more than forming an entity- it requires thoughtful planning across incentives, compliance, and exit strategy. In this episode, Chris Klug and Gina Lee unpack What Really Happens in an M&A Deal? From first contact to post-closing integration, M&A transactions demand structure, foresight, and resilience. In this episode, we explain how understanding the process helps owners navigate risk, timing, and negotiation more Coming to America: Structuring Your U.S. Expansion For non-U.S. companies, the decision to operate in the U.S. is as much a tax decision as a business one. In this episode, we break down how footprint, structure, and A Year of Change: Navigating New Rules in Securities, Crypto, and Financial Markets A year of regulatory change has reshaped how businesses approach securities, fintech, and digital assets in the U.S. In this anniversary episode, Hazvinei Mugwagwa and Jephte Lanthia reflect on what From Tax Cuts to New Opportunities: Key Highlights of the One Big Beautiful Bill Act The One

    U.S. Business Structures: Legal and Tax Choices Across Borders

  2. Sep 8

    Structuring U.S. Expansion for Spanish Companies

    What should a Spanish company consider before expanding into the United States? Basswood Counsel’s Chris Klug and Meritxell Mont of Capital Auditors and Consultants examine the questions businesses may encounter as they enter the U.S. market. Their discussion covers differences among U.S. states, choosing locations for sales and manufacturing, entity structuring, employment and payroll requirements, and potential federal and state tax obligations. They also discussed when a foreign company's activities may raise permanent establishment questions and why state tax exposure can require a separate analysis. This episode is relevant to Spanish and other international businesses evaluating how their operations, workforce, growth plans, and regulatory responsibilities may fit within the U.S. market.

    Structuring U.S. Expansion for Spanish Companies

  3. Aug 17

    Choosing the Right Structure for U.S. Expansion into Spain

    U.S. companies expanding into Spain may encounter legal, tax, employment, and accounting rules that differ significantly from those in the United States. In this episode of Under the Basswood Tree podcast, Basswood Counsel’s Chris Klug speaks with Meritxell Mont, a tax and corporate lawyer at Capital Auditors and Consultants, about structuring Spanish operations. They discuss early-stage market entry, permanent establishment concerns, subsidiaries and branches, VAT, payroll withholding, employer social security contributions, annual accounts, and transfer pricing. The conversation also considers why coordinated advice from U.S. and Spanish professionals is important. This episode may be relevant to founders, executives, and businesses evaluating expansion into Spain or the wider European market.

  4. Aug 3

    Spain as a Gateway to Europe: Planning a U.S. Expansion

    For U.S. businesses considering European expansion, Spain may serve as both a destination market and a potential base for wider European operations. In this episode of Under the Basswood Tree podcast, Chris Klug of Basswood Counsel and Meritxell Mont of Capital Auditors & Consultants discuss how U.S. companies can approach expansion into Spain. The conversation emphasizes starting with a clear business plan: what the company intends to do in Spain, where it will operate, whether employees will be hired locally, and what form of presence may be appropriate. The discuss employment and payroll considerations, permanent establishment risk, collective agreements, remote sales, local subsidiaries and other forms of establishment, and the importance of corporate, tax, financial, and employment due diligence.

    Spain as a Gateway to Europe: Planning a U.S. Expansion

  5. Jul 20

    Moving a Company to Another State: Understanding Corporate Domestication

    Season 2 Episode 14: Moving a Company to Another State: Understanding Corporate Domestication Corporate domestication allows certain businesses to relocate their legal domicile without necessarily dissolving the existing entity. This episode examines the tax, legal, and regulatory considerations that should be evaluated before making that decision.   Watch on YouTube In this episode of Under the Basswood Tree podcast, Chris Klug joins Rudo Mugwagwa, to discuss corporate domestication and how it differs from mergers and entity conversions.  The conversation examines how domestication may allow a business to transfer its legal existence to another jurisdiction while preserving contracts, assets, liabilities, and, in many cases, its Employer Identification Number (EIN). Chris and Rudo also discuss tax considerations, state-specific filing requirements, regulatory compliance, situations where domestication may support multi-state operations, business growth, investor expectations, or broader restructuring efforts.  Podcast highlights you shouldn’t miss:  What corporate domestication is and how it differs from mergers and entity conversions When changing a company’s state of organization may be appropriateTax, regulatory, licensing, and contractual considerations before domesticating Why preserving corporate continuity may matter during business restructuring The importance of evaluating each business’s specific facts before making structural changes  Host: Chris KlugChris is a trusted attorney with extensive experience in taxation, corporate planning, mergers and acquisitions, and estate planning. He guides clients through complex tax matters to deliver practical solutions. Host: Rudo MugwagwaRudo advises on investment funds, corporate, and cross-border compliance matters, with experience across fund formation, governance, and investor-side advisory. If this episode resonates with what you’re working through, contact info@basswoodcounsel.com. We’ll help you bring clarity to the key decisions, risks, and priorities, with the right support across our complementary practice areas. Share: More Podcasts U.S. Business Structures: Legal and Tax Choices Across Borders Choosing a U.S. business structure involves legal, tax, state-level, and cross-border considerations. Chris Klug and Meritxell Mont discuss LLCs, corporations, tax classification, and international coordination. Structuring U.S. Expansion for Spanish Companies U.S. expansion for Spanish companies can involve both federal requirements and state-specific legal, tax, and employment considerations. This conversation explores how businesses can approach those issues when planning their U.S. Choosing the Right Structure for U.S. Expansion into Spain Expanding a U.S. company into Spain involves more than forming an entity. The conversation considers employment costs, VAT, accounting, transfer pricing, and the importance of coordination among U.S. and Spanish Spain as a Gateway to Europe: Planning a U.S. Expansion What should a U.S. company consider before entering Spain? This episode examines market-entry planning, employment requirements, local presence, and other issues businesses may encounter when expanding into the Spanish market. Moving a Company to Another State: Understanding Corporate Domestication Corporate domestication allows certain businesses to relocate their legal domicile without necessarily dissolving the existing entity. This episode examines the tax, legal, and regulatory considerations that should be evaluated before Do U.S. Persons Abroad Still Need to File Taxes?   This episode examines U.S. tax obligations for citizens, green card holders, and other U.S. persons with income or assets outside the United States. Topics include foreign tax credits, FBAR, FATCA, Part 2: Broker Dealer Compliance Deep Dive: Beyond Registration — Operations, Marketing, AI, Reg BI, and Ongoing Oversight Compliance does not end after registration. In Part 2 of this broker-dealer compliance series, Jephte Lanthia and Erik Dolan explore the ongoing regulatory, operational, and supervisory responsibilities that broker-dealers face, Part 1: Broker Dealer Compliance Deep Dive: Regulatory Foundation — Registration, WSPs, Capital Requirements, and FINRA Approval From FINRA registration and WSPs to capital requirements and supervision systems, this episode explores the foundational side of broker-dealer compliance. Beyond Returns: Investor Confidence & Governance, A Zimbabwe Perspective  From governance structures and reporting standards to diaspora investment and institutional readiness, this conversation examines the practical realities behind attracting long-term capital. Estate Planning Explained: The Documents, Decisions, and Conversations That Matter Estate planning is not just about preparing documents. It is about helping families make informed decisions before difficult moments arise. U.S. Tax Rules for Foreign Investors: U.S. Trade or Business & ECI Explained When do foreign investors become subject to U.S. tax? This conversation explores how activities, structure, and timing determine whether income is taxed—and how to plan ahead. U.S. Tax Sourcing Rules: How to Determine Where Income Is Taxed Sourcing rules answer a simple but critical question: where is your income actually earned for tax purposes? Transfer Pricing Explained: Getting It Right Across Borders  Transfer pricing is not about finding a perfect number. It is about building a defensible position grounded in data, comparability, and how your business actually operates. Estate Planning Explained: When a Will Is Enough and When a Trust Makes Sense  Estate planning often begins with a simple question: should your plan be centered around a will or a trust? This conversation explores how the two structures differ, how probate fits The Strategic Importance of Estate Planning Estate planning is more than drafting a will – it’s about aligning your assets, beneficiaries, and tax strategy into one cohesive plan. In this episode, Chris Klug and Gina Lee FBAR and FATCA – Filing Pitfalls, Thresholds, and Practical Tips In Part 2 of our FBAR and FATCA series, Rudo Mugwagwa and Gina Lee move from understanding the rules to addressing where filings most often break down and how to FBAR and FATCA Explained – Understanding the Differences and Overlap This episode discusses the FBAR and FATCA frameworks, common misunderstandings, and the consequences of getting compliance wrong. Coming to America (Part 2): Key U.S. Tax Considerations Entering the U.S. market involves far more than forming an entity- it requires thoughtful planning across incentives, compliance, and exit strategy. In this episode, Chris Klug and Gina Lee unpack What Really Happens in an M&A Deal? From first contact to post-closing integration, M&A transactions demand structure, foresight, and resilience. In this episode, we explain how understanding the process helps owners navigate risk, timing, and negotiation more Coming to America: Structuring Your U.S. Expansion For non-U.S. companies, the decision to operate in the U.S. is as much a tax decision as a business one. In this episode, we break down how footprint, structure, and A Year of Change: Navigating New Rules in Securities, Crypto, and Financial Markets A year of regulatory change has reshaped how businesses approach securities, fintech, and digital assets in the U.S. In this anniversary episode, Hazvinei Mugwagwa and Jephte Lanthia reflect on what From Tax Cuts to New Opportunities: Key Highlights of the One Big Beautiful Bill Act The One Big Beautiful Bill Act introduces significant and permanent changes that reshape tax planning for both individuals and businesses. In this episode, Chris Klug and Gina Lee

    Moving a Company to Another State: Understanding Corporate Domestication

  6. Jul 13

    Do U.S. Persons Abroad Still Need to File Taxes?

    Does a U.S. person still need to file a U.S. tax return after moving abroad? Living outside the United States does not automatically end U.S. tax reporting obligations. This episode provides an overview of the United States’ worldwide income reporting system, potential relief through foreign tax credits and the foreign earned income exclusion, and key international reporting requirements, including FBAR, FATCA, and forms that may apply to foreign accounts, trusts, businesses, investments, and retirement arrangements.

    Do U.S. Persons Abroad Still Need to File Taxes?

  7. Jun 24

    Part 2: Broker Dealer Compliance Deep Dive: Beyond Registration — Operations, Marketing, AI, Reg BI, and Ongoing Oversight

    Part 2 of this broker-dealer compliance series shifts from formation and registration into the operational realities of maintaining a compliant broker-dealer business over time. In this episode of Under the Basswood Tree, Jephte Lanthia and Erik Dolan discuss Regulation BI, investor protection obligations, communications and advertising oversight, AI-assisted compliance tools, examinations, vendor supervision, and continuing membership applications (CMAs).

    Part 2: Broker Dealer Compliance Deep Dive: Beyond Registration — Operations, Marketing, AI, Reg BI, and Ongoing Oversight

  8. Jun 8

    Part 1: Broker Dealer Compliance Deep Dive: Regulatory Foundation — Registration, WSPs, Capital Requirements, and FINRA Approval

    Season 2 Episode 11: Part 1: Broker Dealer Compliance Deep Dive: Regulatory Foundation — Registration, WSPs, Capital Requirements, and FINRA Approval From FINRA registration and WSPs to capital requirements and supervision systems, this episode explores the foundational side of broker-dealer compliance.   Watch on YouTube In Part 1 of this broker-dealer compliance deep dive, Jephte Lanthia and Erik Dolan discuss the regulatory foundation behind forming and operating a broker-dealer, including FINRA registration, written supervisory procedures (WSPs), net capital requirements, supervision systems, and recordkeeping obligations. The conversation also explores the distinction between broker-dealer and investment adviser activity, outside business activities, and the importance of building compliance systems that reflect how a firm truly operates.   Podcast highlights you shouldn’t miss:  What activities trigger broker-dealer registration requirements under U.S. securities laws.  How FINRA evaluates broker-dealer applications, including business plans, supervisory systems, and personnel experience.  Why written supervisory procedures (WSPs) must align with how a firm actually operates instead of relying on generic templates.  What broker-dealers should understand about net capital requirements, FINOP responsibilities, and financial supervision.  How firms should approach recordkeeping, outside business activities, and off-channel communications compliance.   Host: Jephte LanthiaJephte Lanthia advises on corporate and securities, fintech, and compliance, assisting fund managers with investments, securities offerings, broker-dealer regulation, and industry compliance matters. Guest: Erik Dolan Erik Dolan is a compliance and risk management professional with more than 25 years of experience in financial services. He has served in regulatory and compliance roles with organizations including the MSRB, FINRA, and the CFTC, advising firms on complex regulatory and enforcement matters. Erik has worked with investment advisers, private equity firms, broker-dealers, and fund complexes, helping organizations strengthen compliance programs and navigate evolving regulatory requirements. If this episode resonates with what you’re working through, contact info@basswoodcounsel.com. We’ll help you bring clarity to the key decisions, risks, and priorities, with the right support across our complementary practice areas. Share: More Podcasts U.S. Business Structures: Legal and Tax Choices Across Borders Choosing a U.S. business structure involves legal, tax, state-level, and cross-border considerations. Chris Klug and Meritxell Mont discuss LLCs, corporations, tax classification, and international coordination. Structuring U.S. Expansion for Spanish Companies U.S. expansion for Spanish companies can involve both federal requirements and state-specific legal, tax, and employment considerations. This conversation explores how businesses can approach those issues when planning their U.S. Choosing the Right Structure for U.S. Expansion into Spain Expanding a U.S. company into Spain involves more than forming an entity. The conversation considers employment costs, VAT, accounting, transfer pricing, and the importance of coordination among U.S. and Spanish Spain as a Gateway to Europe: Planning a U.S. Expansion What should a U.S. company consider before entering Spain? This episode examines market-entry planning, employment requirements, local presence, and other issues businesses may encounter when expanding into the Spanish market. Moving a Company to Another State: Understanding Corporate Domestication Corporate domestication allows certain businesses to relocate their legal domicile without necessarily dissolving the existing entity. This episode examines the tax, legal, and regulatory considerations that should be evaluated before Do U.S. Persons Abroad Still Need to File Taxes?   This episode examines U.S. tax obligations for citizens, green card holders, and other U.S. persons with income or assets outside the United States. Topics include foreign tax credits, FBAR, FATCA, Part 2: Broker Dealer Compliance Deep Dive: Beyond Registration — Operations, Marketing, AI, Reg BI, and Ongoing Oversight Compliance does not end after registration. In Part 2 of this broker-dealer compliance series, Jephte Lanthia and Erik Dolan explore the ongoing regulatory, operational, and supervisory responsibilities that broker-dealers face, Part 1: Broker Dealer Compliance Deep Dive: Regulatory Foundation — Registration, WSPs, Capital Requirements, and FINRA Approval From FINRA registration and WSPs to capital requirements and supervision systems, this episode explores the foundational side of broker-dealer compliance. Beyond Returns: Investor Confidence & Governance, A Zimbabwe Perspective  From governance structures and reporting standards to diaspora investment and institutional readiness, this conversation examines the practical realities behind attracting long-term capital. Estate Planning Explained: The Documents, Decisions, and Conversations That Matter Estate planning is not just about preparing documents. It is about helping families make informed decisions before difficult moments arise. U.S. Tax Rules for Foreign Investors: U.S. Trade or Business & ECI Explained When do foreign investors become subject to U.S. tax? This conversation explores how activities, structure, and timing determine whether income is taxed—and how to plan ahead. U.S. Tax Sourcing Rules: How to Determine Where Income Is Taxed Sourcing rules answer a simple but critical question: where is your income actually earned for tax purposes? Transfer Pricing Explained: Getting It Right Across Borders  Transfer pricing is not about finding a perfect number. It is about building a defensible position grounded in data, comparability, and how your business actually operates. Estate Planning Explained: When a Will Is Enough and When a Trust Makes Sense  Estate planning often begins with a simple question: should your plan be centered around a will or a trust? This conversation explores how the two structures differ, how probate fits The Strategic Importance of Estate Planning Estate planning is more than drafting a will – it’s about aligning your assets, beneficiaries, and tax strategy into one cohesive plan. In this episode, Chris Klug and Gina Lee FBAR and FATCA – Filing Pitfalls, Thresholds, and Practical Tips In Part 2 of our FBAR and FATCA series, Rudo Mugwagwa and Gina Lee move from understanding the rules to addressing where filings most often break down and how to FBAR and FATCA Explained – Understanding the Differences and Overlap This episode discusses the FBAR and FATCA frameworks, common misunderstandings, and the consequences of getting compliance wrong. Coming to America (Part 2): Key U.S. Tax Considerations Entering the U.S. market involves far more than forming an entity- it requires thoughtful planning across incentives, compliance, and exit strategy. In this episode, Chris Klug and Gina Lee unpack What Really Happens in an M&A Deal? From first contact to post-closing integration, M&A transactions demand structure, foresight, and resilience. In this episode, we explain how understanding the process helps owners navigate risk, timing, and negotiation more Coming to America: Structuring Your U.S. Expansion For non-U.S. companies, the decision to operate in the U.S. is as much a tax decision as a business one. In this episode, we break down how footprint, structure, and A Year of Change: Navigating New Rules in Securities, Crypto, and Financial Markets A year of regulatory change has reshaped how businesses approach securities, fintech, and digital assets in the U.S. In this anniversary episode, Hazvinei Mugwagwa and Jephte Lanthia reflect on what

    Part 1: Broker Dealer Compliance Deep Dive: Regulatory Foundation — Registration, WSPs, Capital Requirements, and FINRA Approval
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Bringing you the latest updates and analysis of important legal developments in corporate and tax. Our podcast delves into discussions around complex laws and regulations, tackles challenging scenarios, and provides insights to help you understand and navigate the ever-changing legal and commercial landscape.

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