#this is a sound business pracitce. ]

[suite43]

this was a commissioned peice of writing for @princemai . If you're interested in a commission, dm me!

Adjusting to life after the war was never going to be easy. How do you coexist with the people who've been trying to kill you for millions of years? It didn't take a nihilist to think that the peace wouldn't last.

Bumblebee counted himself pleasantly surprised that, well, something seemed to last. Peace wasn't the right word, but at least it was less "endlessely killing each other" and more "the entire universe hates us and we can't really blame them". But for the most part, these days, things were peaceful.

That didn't mean it was easy.

You wouldn't call it easy to wake up next to the closest thing you'd ever had to an arch-nemisis wrapped around you. You wouldn't quite know what to do with the fact that as much as he hates to admit it, he's afraid of the dark. And you wouldn't blame yourself for waking up sometimes afraid that you'll find a knife at your throat.

It wasn't easy. But it was peaceful, more or less. Because when Starscream kissed him in that way he did almost every morning, gentle and still half-asleep, Bumblebee could nearly forget he'd ever thought of the mech next to him as dangerous, and a part of him would wonder why it hadn't always been like this.

But then they get up, and the day would go on, and even though there's peace now, there's a lot of history, and Bumblebee can't help but feel like they're both just waiting for everything to turn sideways.

Bumblebee wants to trust Starscream. And he does, on some level at least. Immensely so. Enough to have trusted him with the fate of the universe. But every argument, every time the banter hits just a little bit too close to home, every time Starscream slips back into a crueler, more violent version of himself, Bumblebee wonders to himself if maybe this is it. After all, it wasn't really that long ago that they were shooting at each other.

Starscream has the same thoughts. Obviously, he won't admit it, but it's easy enough to see through his acts once you know him well enough - When did Bumblebee start to know him well enough? How the hell did that happen? It all feels so fast - But sometimes when there's a certain tension in his wings and his fingers curl up ever so slightly and his eyes shoot around, planning his escape, Bumblebee knows that Starscream is just as scared as he is.

It's not always like that. There are moments when they're alone where it feels like none of that matters. They sit together on their couch and they're quiet as they both do their own thing, and Bumblebee shifts to lean against Starscream's shoulder and Starscream wraps one arm around him, his hand idly tracing small circles on Bumblebee's plating, and it just feels right. Bumblebee feels more safe there than anywhere in the universe, curled into the side of one of the most dangerous people in the universe. In a moment like that, he'd tear his spark out and put it in Starscream's hands if he asked him to.

But... It wasn't that long ago that he watched people he loved die at those hands. Those same strong, clever hands that slotted perfectly into his like they were built that way, like everything in their lives had led them to this specific touch. Bumblebee wasn't a big believer in destiny but sometimes everything would line up just so, and if he'd been slightly more of a romantic he'd've called them soulmates.

It was this confusing blend of love and hate, of forgiveness and grudge and grief and adoration that didn't make sense at all and yet when Starscream knows exactly what to order him when they go out it makes perfect sense. And, somehow, it works out.

They've never really talked about... well, whatever this is. It's clearly a relationship, at this point. It's hard to argue for 'just friends' after that many rounds of... well, you know what. It's equally as hard after catching each other after god-knows-how-many nightmares, after thousands of late-late-night conversations, after the way that making each other laugh became the easiest thing in the world, after the way that they would whisper sweet complements between each other like a secret because it was far too embarrasing to say loudly.

So yeah, it was a relationship. But "open, honest communication" was not exactly in Starscream's skillset, and, well, Bee wasn't really sure he wanted to talk about it either. Putting a name on it felt. Dangerous. Like it'd ruin it. There'd be too much pressure, too much commitment, too much... truth. It felt like confessing something that he wasn't ready for.

It was one thing to sleep with Starscream. It was another to, say, kiss Starscream. It was a third thing to literally sleep with Starscream, to trust the second-least-trustworthy person on Cybertron to be with him at his most vulnerable. But to be dating Starscream? To introduce Starscream as his partner? As his conjunx? That was a world of different things that Bumblebee was absolutely not prepared to handle.

What was he supposed to say? Oh, by the way, this is my conjunx. He's killed more people than my brain can even comprehend, but he also saved the universe that one time so it's totally cool now, don't worry!

But he loved him, and that was the problem. He loved Starscream so much, and he wanted everyone in the universe to know about the funny, thoughtful, brilliant person that he loved with all his heart.

And didn't it mean something that Bumblebee had seen Starscream at his absolute worst, and still decided that loving him was worthwhile? It wasn't like Bee was just flailing at the whims of his emotions, he chose to be here. Well, not the first time, that had just kind of happened. But after that, he'd chosen to stay, because loving him seemed worth the trouble of hating him, right? And Starscream was getting better, and that was a good thing.

And who was he worried about knowing? The handful of people Bumblebee would've bothered to tell if they did get married already knew the situation, and it wasn't exactly like either of them were really public figures anymore. The government job Windblade had gotten to keep Starscream busy was mostly just paperwork, and aside from the odd job here or there Bumblebee didn't do much. He'd basically retired. So they weren't going to be the talk of the town or anything. Besides, it's kind of old news, there'd been rumors of them doing something together pretty much since the second the war ended. It wasn't true then, but by now the scandal had kinda worn off and it was more of a "yeah, no shit" kind of gossip.

Still. A decade or so of closeness didn't really feel like long enough for a lifetime commitment, especially after what, four million years of hating each other beforehand?

But... Life is shorter than you expect it to be, right? They'd both died once over the course of this whatever-it-was. And the second time, they really had thought it'd stick, and Starscream sorta-haunting him from another dimension or whatever seemed like it was a permanent commitment, and that didn't scare Bumblebee at all. It sounded nice, not having to be alone again. This was like that, except he could be alone, sometimes, because neither of them could walk through walls or locked doors anymore so all he had to do for some privacy was tell Starscream to politely fuck off for a bit, which was a plus, right? Way more pracitcal.

"Can't we talk about this in the morning?" Starscream complained, eyes half shut, snapping Bumblebee out of his train of thought.

"What?" Bumblebee asked, confused.

"I don't want you to propose while we're drunk and you're rambling, idiot," Starscream was laying in Bee's lap, nuzzling his face into Bee's stomach plating. They were holding hands. When did that happen? "We can talk about it later."

Oh, shit.

"How much of that did I say out loud?"

"I dunno, you talk a lot. You're keeping me up."

"Shit. Sorry."

"S'okay. Your voice is nice."

"Oh." It was quiet for a minute.

"It's okay if you hate me. I get it," Starscream said.

"I don't hate you," Bee responded, blinking a few times, trying to shake off the feeling of spinning. "I like it when you're here."

"But you kind of have to hate somebody a little to love them, right?" Starscream shifted, staring up at the ceiling, head still resting on Bee's stomach. "I mean, it's hard to be with someone all the time.  Especially when you're stubborn and stupid, and you do stupid obnoxious things and I hate it. But if you weren't those things I hate, you wouldn't entirely be you. And I don't just like parts of you, I like you, and I can hate things you do while still knowing that it's you, and I love who you are. Even when we piss each other off. It's still you. Right?"

"Do you think i'm stupid? I'm not stupid."

"You're missing the point."

"Oh. Sorry."

"Stop apologizing so much. I hate it when you apologize." Starscream's hand squeezed his a little tighter.

"Oh... uh. sorry."

"You make me feel... like..." Starscream just kind of trailed off.

"Yeah, I know. you too... uh. I mean. you make me. uh. you know."

"Yeah, I know."

"This is good, right?"

"Mmm, it's gonna feel shitty in the morning, but right now it's good."

"What about after tommorow?"

"I don't know. Ask me then."

"Hm."

"I don't have a plan, Bee. That's not normal for me. But I don't need you to tell me it's going to be like this forever, because it probably won't be. Things don't work out like that for us. But right now, for the first time in my entire life, I'm genuinely satisfied. Can we just enjoy that? I don't know how to be happy, Bee. I don't know how to handle it. But I'm trying to make this work. We can go back to shooting each other tommorow if that's easier for you, but right now, I'm happy."

"Yeah? Yeah. Me too. God, I'm happy," Bumblebee pulled their joined hands up, pressing a kiss to Starscream's knuckles where they intersected. "I'm happy that you're happy. I want you to be happy."

"I know," Starscream said. He muttered something else, but it was quiet and slurred and Bee couldn't quite make it out. In his head, Bee imagined it was something along the lines of I love you.

[lovingoneweisalifestyle]

Member from the group of choice and y/n who is actually pro at the instrument he plays but he doesn't know that so he tries to teach her only to be amazed by her abilities 👑

(I couldn't stop thinking about that so I'm requesting to you lovely person who owns my good mood lately)

A/N: Here you go! I’m honoured that I’ve been making you happy with my stories! I decided to write a short scenario for each member. I’m sorry it took me long to write this, I’ve been a little busy with school 😫

Yonghoon:

Yonghoon was working at his home studio, playing the piano and guitar, trying to create a melody when you walk in, “whatchu doing?”

“trying to make a melody for the new song”, he continued playing the keyboard. You watch him with intrested eyes. “Sit, i’ll teach you how to play” Yonghoon noticed your eyes, and pointed at the empty seat beside him. You decided to play dumb.

He teaches you how to position your hands and show you the first 3 notes to their song, IF. “You’re good, now play them all at once”. You decided to let your true potential shine. You take a deep breath and positon your hands once more. You play the 3 notes and continue to play the rest of the song as well.

Yonghoon’s mouth fell open in surprise as he listened to you play flawlessly and watches as you finish the song and transition onto a different song, that you created the melody for on the spot.

Yonghoon stares at you wide-eyed as you finish, “i think i did well,” you turn to face him. “wha-when-where-” he couldn’t seem to form words. You laugh, “well, I learned when I was younger and yes I know how to play all ONEWE songs and yes, i did just make up that last melody and you can use it if you want”.

Yonghoon watched you walk out of the room, his mouth still open in shock. How did he not know how talented his girlfriend is.

Harin:

Harin was praciticing the drums when you stopped by the ONEWE practice room. You knocked on the door but he didn’t seem to hear you because of the drums so you walked right in.

You make eye contact with him as you walk in the room and he takes off the headphones and come out of his booth, “hi, you brought food yay!”

You handed him the food, “you seem more excited about the food than me” you teased. You go around to his booth and sit down on his stool.

“Hit this one,” Harin said pointing to snare drum. You smirk and hit it lightly, “like this?”

He nodded, “don’t be afraid to hit it harder”

You nodded back at him and then hit it harder but you didn’t stop there, you continued to play the drums flawlessly and even spun around the drumsticks a couple times in between hits.

Harin looked at you, “i think i’m out of a job”

You took off the headphones and handed him the drumsticks. You sat down and opened the food, “aren’t you going to eat?”

Harin hurried over, “you’re so cool, teach me”

You laugh and hand him some food, “eat first. it takes lots of practice to get where I am and you’re amazing yourself already”

Kanghyun:

Hyungu was making a guitar solo for their new song but he wasn’t satisfied. It felt like it was missing something. You walked in and gave him a snack and some water to make sure he wasn’t over-working himself.

You sat down in front of him, “what’s wrong?”

“it feels like there’s something missing, here i’ll play it for you” he said playing it once more.

You take another guitar from beside you and start playing that alongside Hyungu’s guitar, “that’s it! That’s what was missing”

You stop and look at him. He pushed you in front of the microphone, “record that part you just played and i’ll put it ontop of my solo so it’ll sound more in depth.”

After you recorded the song he asked you, “how do you play so well. I’ve been playing since I was 11 and I was still trying to figure out what to do”

“Well, i’ve been playing since I was like around 8, so i’m more experienced.” you tease, “but i did stop playing two years ago.”

“I challenge you to a guitar-off” Hyungu said standing up and handing you a guitar.

“challenge accepted” you say putting the guitar strap over your head.

Dongmyeong:

Dongmyeong was practicing the notes for A Book in Memory with the notes in front of him. He was struggling a little and you noticed so you sat down next to him on the piano.  

He started teaching you the notes because that’s why he assumed you sat down.

You look at the sheet music and start to play. After you play the last note, Dongmyeong is still processing what happened. He blinks at you.

You laugh, “haven’t i told you i used to play piano and go to competitions so i had to learn music pretty fast”

“Now that i know, help me on this part, i’m stuck” Dongmyong pointed to some notes on the sheet and you told him how to play them.

In no time, he was playing perfectly. “This is such a hard song, i still don’t understand how you got it in one go” Dongmyeong was blown away by your skill.

You laughed, “they didn’t call me the piano magician for nothing”

“Well i’ll go to you if i need help from now on.” Dongmyeong told you continuing to pracitce.  

CyA:

“can you hand me the bass” Giwook pointed to the bass beside you. You hand it to him and watched him play it for a while and he noticed you staring.

“do you want me to teach you?” you thought about it and nodded

He showed you how to position your fingers for a bass note. He handed you the bass, “try it” he encouraged you.

You played the exact same note and a few notes after it as well, creating a new melody.

“How did you do that so easily?” he asked amazed and intrigued at your skill level.

You shrug, “it’s easy now, I’ve been playing since I was 5 years old.”

“Do it again, i’ll write some lyrics and you can compose music with me now that I know you can do this. You’ll earn money out of it too.”

You repeat the notes and got down to business. It was fun and you ended up doing it more often.    

[yogaadvise]

10 Ways to Practice Yoga in the Office

10 Ways To Practice Yoga Exercise in the Office

***

Ok, so your office doesn't precisely include being able to 'quit the day job' as well as accomplish your long-lasting desire for ending up being a yoga exercise instructor yet on the list of holiday options. That's ok. These points require time, (as well as cash!). All of us understand what it's like to rest uncomfortably at a workdesk for hours each time, safe in the understanding that following month's rent will certainly be payable, yet literally itching to drop to descending canine and extend that spinal column on the office rug after hrs staring at a display. As we learn in yoga exercise, locating a center ground is key, and if you truly can not wait for your 6pm Vinyasa class or escape for a fast lunchtime circulation at Yogahub, we've compiled a list of 7 refined yet efficient ways to get your yoga exercise on as you tick via your day-to-day tasks.

Sit up Straight It might sound easy - and it is. Ensuring your spine does not round and become familiar with bending over your coffee and keyboard is essential to preserve a great pose as well as core. Uncross your legs. Merely change your rest bones and stomach to a sharp and conscientious position, and also peel your shoulders back whenever you observe a curvature. Method well balanced and solid breathing, like in Tadasana. This will make certain you preserve emphasis, as well as lessen anxiousness, enabling you to satisfy deadlines as required. You'll additionally feel and also look even more confident! Post-it notes can be a valuable tip to 'stay up' whenever your attention wanders to the walls or flooring or ceiling ... anywhere away from your work!

Side Stretch Last I inspected it was a completely appropriate office task to have a little stretch now and also then - currently all you need to do is exercise conscious breath understanding as you do it! On a deep inhale, raise both arms above your head. You can stay in a seated setting, with your back and shoulders straight. Touch the palms with each other, as well as hold for 5 breaths. Alternative between leaning to the left and also right to experience a stretch in both sides, holding each side for an equivalent number of breaths.

Chair Pose It's called 'Chair Pose' for a reason! Resting straight and also pleasantly with your 2 hands on your thighs, take a number of deep breaths. You can even close your eyes if it's specifically busy today - accomplishing calmness in the chaos of a stressful workplace environment is no easy accomplishment. Increase hands above head, and also making use of the strength in your legs, lift the sit bones several inches from your seat, keeping the 'seated' posture as you hover for 5 breaths.

Seated Cat-Cow While you may do not have the floor room as well as basic social self-confidence to complete a round of cat-cows by the printer equipment, simply peeling your shoulders back and also down on an inhale, and rounding your spinal column to suck your bellybutton towards your spine on an exhale a number of times is a great means to compensate. Make certain you start staying up directly and also take a breath gradually! This position is excellent for alignment as well as re-configuring your entire system after a demanding meeting.

Seated Twist What's that behind you ?? To the left? Hmm, uncertain. Just how around to the? This one is simple discreetly, however do not fail to remember to concentrate on your breath! It's easy to get carried away in the physicality of yoga exercise, and also a setting like an office space makes it added difficult to concentrate on the interior, crucial and advantageous side of the pracitce. Twist from below the waistline, letting your head follow your spinal column and also continue to be on each side for several breaths.

Forward Bend Depending on the understanding of your co-workers this present is a lot more conveniently accessible for some than others. Of training course, you could always simply pretend to have something in your footwear! With feet shoulder-width apart from a standing position, gradually bend forwards from the midsection on a lengthy exhale. Don't compel your hands to touch the flooring, instead let them rest comfortably anywhere they reach naturally, and also remain below for several breaths. Exit the present in a likewise controlled and also mindful fashion.

Tabletop Shoulder Opener Using the actual top of your table or workdesk, run your chair back several inches to make sure that your arms can extend out straight, hands still on the workdesk. Drop head down in between the arms as well as hold for several breaths, making sure the remainder of your torso continues to be in line and also legs are uncrossed. If any individual asks, simply claim you shed something under the desk!

Aeroplane Safety Pose I'm not fairly certain what the real name of this position is, however it looks like the seated forward fold from your chair that's advised on aeroplanes to assume must the airplane enter any trouble! Widen legs and go down gradually from the lower back and hips until your upper body is relaxing on your legs, head hanging towards the flooring. Numerous breaths right here might work as your new go-to present for any worried or demanding situations!

Pranyama and Meditation Remember, 'to practice yoga exercise' does not merely imply resolving an effective circulation of asanas and also feeling like you've completed a terrific exercise. There is far more to an energetic as well as genuine yoga exercise technique than physically tough yourself to a present you've never ever done before. In this sense, a workplace atmosphere can in fact be the perfect location to exercise breathing and also pranyama techniques you have actually learned in class. If absolutely nothing else, it is certainly the environment in which they may end up being needed summarily - demanding situations and also occupational anxiousness strikes even one of the most practiced yogis sometimes, and also it is essential to be able to take 5-10 minutes break from job, not always from your workdesk, yet to simply breathe. Shut your eyes and technique "4-2-6" breathing, or quietly overcome a round of Kapal Bahti as your coworkers quabble over that's going to get this week's lotto numbers.

Practice Gratitude This can be as easy as claiming 'thank you' to the brand-new trainee who's simply handed over your coffee, or more meditative as you steadly advise on your own to value the task you have for the funding it offers you to live, to take a trip, and to go to yoga exercise courses! Whenever it comes to be as well much, remind on your own of this, and be happy for all the little things. Thank your body for being a healthy and working vessle by nurturing it at lunch, and guaranteeing your ongoing development and focus!

There are numerous other adaptations to aid you maintain your practice and emphasis in the office, specifically with the appearance of Chair Yogain recent years and the variety of basic stretches as well as twists that can be exercised from a seated setting. Though they may not give a full body stretch and also sense of invigoration that a complete practice will, they at the very least will aid you obtain via the day in the office without tensing up excessive and will absolutely help keep your flexibility and strength.

Alternatively there are additionally currently lots of yoga workshops and independent instructors using business yoga courses to groups of employees in workplaces in their area- why not suggest it to your associates and organise your preferred yoga exercise instructor to find to you?

[vegas-glitz]

Knowing the Hazards of Transfer-Of-Title Stock Financial loans: IRS Procedures Nonrecourse Inventory Financial loans As Income

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Definition of Transfer-of-Title Nonrecourse Securities Financial loans. A nonrecourse, transfer-of-title securities-primarily based personal loan (ToT) implies specifically what it suggests: You, the title holder (operator) of your stocks or other securities are demanded to transfer full ownership of your securities to a 3rd occasion before you acquire your financial loan proceeds. The financial loan is "nonrecourse" so that you may possibly, in theory, simply stroll away from your personal loan repayment obligations and owe nothing a lot more if you default.

Sounds excellent no doubt. Perhaps also fantastic. And it is: A nonrecourse, transfer-of-title securities bank loan involves that the securities' title be transferred to the financial institution in advance simply because in just about each and every situation they must market some or all of the securities in get to receive the cash essential to fund your bank loan. They do so because they have insufficient unbiased economic sources of their own. Devoid of selling your shares pracitcally the moment they get there, the could not keep in small business.

History and history. The truth is that for several several years these "ToT" loans occupied a grey region as far as the IRS was concerned. Numerous CPAs and lawyers have criticized the IRS for this lapse, when it was pretty straightforward and probable to classify such financial loans as income early on. In fact, they failed to do so until several brokers and creditors experienced founded corporations that centered on this structure. Numerous debtors understandably assumed that these financial loans therefore have been non-taxable.

That won't signify the loan companies were with no fault. One particular firm, Derivium, touted their financial loans overtly as free of charge of funds gains and other taxes until finally their collapse in 2004. All nonrecourse financial loan systems had been supplied with inadequate money means.

When the recession strike in 2008, the nonrecourse lending market was hit just like every single other sector of the financial system but sure shares soared -- for instance, power stocks -- as fears of disturbances in Iraq and Iran took keep at the pump. For nonrecourse creditors with customers who utilised oil stocks, this was a nightmare. Out of the blue shoppers sought to repay their loans and regain their now much-additional-useful stocks. The useful resource-weak nonrecourse loan companies discovered that they now experienced to go again into the market place to acquire back again adequate stocks to return them to their shoppers next reimbursement, but the quantity of compensation money received was significantly too minor to acquire enough of the now-better-priced shares. In some instances shares were as a lot as 3-5 occasions the initial selling price, creating huge shortfalls. Loan companies delayed return. Shoppers balked or threatened authorized motion. In these kinds of a vulnerable position, loan companies who experienced a lot more than just one these types of problem observed by themselves not able to proceed even those with only one particular "in the dollars" inventory financial loan located themselves unable to stay afloat.

The SEC and the IRS shortly moved in. The IRS, in spite of acquiring not recognized any very clear legal coverage or ruling on nonrecourse inventory financial loans, notified the debtors that they deemed any such "loan" provided at 90% LTV to be taxable not just in default, but at loan inception, for capital gains, considering that the loan companies were providing the stocks to fund the financial loans immediately. The IRS acquired the names and call info from the creditors as component of their settlements with the creditors, then compelled the debtors to refile their taxes if the debtors did not declare the financial loans as income originally -- in other words, exactly as if they had merely positioned a promote order. Penalties and accrued curiosity from the date of personal loan closing day meant that some purchasers had important new tax liabilities.

However, there was no ultimate, formal tax court docket ruling or tax policy ruling by the IRS on the tax status of transfer-of-title stock mortgage model securities finance.

But in July of 2010 that all adjusted: A federal tax court at last ended any doubt about the matter and stated that loans in which the shopper need to transfer title and wherever the financial institution sells shares are outright gross sales of securities for tax functions, and taxable the moment the title transfers to the financial institution on the assumption that a total sale will occur the instant such transfer takes position.

Some analysts have referred to this ruling as marking the "finish of the nonrecourse inventory loan" and as of November, 2011, that would look to be the scenario. From a number of this kind of lending and brokering functions to pretty much none nowadays, the bottom has actually dropped out of the nonrecourse ToT inventory bank loan market place. Currently, any securities operator searching for to obtain these a loan is in result just about unquestionably engaging in a taxable sale action in the eyes of the Inside Earnings Provider and tax penalties are specified if money gains taxes would have usually been due experienced a typical sale occurred. Any attempt to declare a transfer-of-title inventory personal loan as a real financial loan is no extended probable.

That's mainly because the U.S. Inside Profits Company these days has targeted these "walk-away" loan courses. It now considers all of these styles of transfer-of-title, nonrecourse inventory bank loan preparations, irrespective of personal loan-to-worth, to be absolutely taxable profits at financial loan inception and absolutely nothing else and, also, are stepping up enforcement motion versus them by dismantling and penalizing each and every nonrecourse ToT lending agency and the brokers who refer customers to them, just one by a person.

A intelligent securities owner thinking about financing versus his/her securities will recall that regardless of what a nonrecourse financial institution may possibly say, the key concern is the transfer of the title of the securities into the lender's full authority, ownership, and handle, followed by the sale of those securities that follows. Those people are the two factors that run afoul of the regulation in today's fiscal earth. Fairly than walking into a person of these financial loan constructions unquestioning, clever debtors are suggested to stay away from any type of securities finance where by title is dropped and the loan provider is an unlicensed, unregulated celebration with no audited general public economical statements to present a distinct indication of the lender's fiscal health to future clients.

End of the "walkway." Nonrecourse inventory loans ended up built on the principle that most debtors would stroll absent from their bank loan obligation if the price of compensation did not make it economically worthwhile to prevent default. Defaulting and owing nothing was eye-catching to clients as well, as they noticed this as a acquire-get. Eliminating the tax profit unequivocally has ended the price of the nonrecourse provision, and thus killed the method entirely.

Continue to perplexed? Will not be. Here's the nonrecourse inventory bank loan approach, recapped:

Your shares are transferred to the (typically unlicensed) nonrecourse inventory loan loan company the lender then quickly sells some or all of them (with your permission by means of the bank loan deal wherever you give him the appropriate to "hypothecate, promote, or provide quick").

The ToT financial institution then sends again a part to you, the borrower, as your "personal loan" at specific desire premiums. You as borrower fork out the interest and cannot spend back again part of the principal - just after all, the lender seeks to motivate you to wander away so he will not be at hazard of possessing to go again into the market to get again shares to return to you at personal loan maturity. So if the loan defaults and the financial institution is relieved of any additional obligation to return your shares, he can lock in his gain - usually the variation in between the bank loan dollars he gave to you and the money he received from the sale of the securities.

At this issue, most lender's breathe a sigh of reduction, given that there is no for a longer time any risk of possessing those people shares rise in benefit. (In fact, ironically, when a loan provider has to go into the current market to buy a massive amount of shares to return to the client, his activity can essentially ship the market a "obtain" sign that forces the price tag to head upwards - building his buys even much more pricey!) It's not a scenario the loan provider seeks. When the customer routines the nonrecourse "walkaway" provision, his lending small business can continue.

Dependence on misleading brokers: The ToT financial institution prefers to have broker-brokers in the subject bringing in new shoppers as a buffer really should problems arise, so he provides somewhat substantial referral expenses to them. He can afford to pay for to do so, considering that he has gained from 20-25% of the sale worth of the client's securities as his possess. This success in interesting referral charges, sometimes as superior as 5% or additional, to brokers in the discipline, which fuels the lender's company.

Once captivated to the ToT software, the ToT financial institution then only has to promote the broker on the security of their application. The most unscrupulous of these "creditors" offer untrue supporting documentation, misleading statements, untrue representations of economical methods, fake testimonials, and/or untrue statements to their brokers about protection, hedging, or other protection measures - everything to hold brokers in the darkish referring new clients. Non-disclosure of details germane to the correct representation of the bank loan plan are in the lender's direct desire, considering the fact that a steady stream of new shoppers is essential to the continuation of the business enterprise.

By manipulating their brokers absent from questioning their ToT design and on to providing the loan method openly to their trusting shoppers, they steer clear of direct speak to with customers until eventually they are previously to shut the loans. (For instance, some of the ToTs get Greater Business enterprise Bureau tags demonstrating "A+" ratings understanding that potential borrowers will be unaware that the Far better Small business Bureau is generally notoriously lax and an straightforward rating to get hold of...simply just by paying out a $500/yr fee. Individuals borrowers will also be unaware of the excessive issues of lodging a grievance with the BBB, in which the complainant will have to publicly determine and confirm by themselves initially.

In so accomplishing, the ToT loan companies have made a buffer that permits them to blame the brokers they misled if there should really be any complications with any consumer and with the collapse of the nonrecourse stock mortgage business in 2009, several brokers -- as the general public experience of loan courses - unfairly took the brunt of criticism. Several well-this means and flawlessly trustworthy persons and businesses with advertising and marketing businesses, mortgage loan corporations, money advisory companies and so forth. ended up dragged down and accused of insufficient thanks diligence when they have been essentially victimized by lenders intent on revealing on those people information most very likely to proceed to deliver in new shopper borrowers.

Why the IRS calls Transfer-of-Title loans "ponzi techniques." So quite a few features of enterprise could be referred to as a "ponzi scheme" if a person thinks about it for a second. Your neighborhood toy tale is a "ponzi scheme" in that they have to have to sell toys this month to shell out off their consignment orders from past month. The U.S. authorities sells bonds to international investors at superior desire to retire and payoff before investors. But the IRS chose to get in touch with these transfer-of-title stock financial loans "ponzi strategies" because:

1) The loan company has no true economic resources of his have and is not held to the very same reserve specifications as, say, a thoroughly controlled financial institution and

2) The repurchase of shares to return to clientele who spend off their financial loans depends 100% on possessing adequate income from the payoff of the personal loan Plus a enough amount of other funds from the sale of new clients' portfolios to retain solvency. Therefore, they are dependent completely on new clientele to maintain solvency and satisfy obligations to present consumers.

The U.S. Section of Justice has stated in a number of scenarios that ToT lenders who:

1) Do not obviously and completely disclose that the shares will be bought upon receipt and

2) Do not show the entire earnings and cost to the customer of the ToT bank loan composition

... will be perhaps guilty of deceptive techniques.

In addition, a lot of lawful analysts imagine that the subsequent stage in regulation will be to have to have any such ToT loan company to be an energetic member of the National Affiliation of Securities Sellers, entirely licensed, and in excellent standing just as all main brokerages and other money companies are. In other terms, they will want to be fully certified prior to they can offer consumer shares pursuant to a mortgage in which the consumer supposedly is a "effective" proprietor of the shares, but in truth of the matter has no authorized ownership legal rights any more whatsoever.

The IRS is envisioned to go on to treat all ToT loans as profits at transfer of title no matter of financial institution licensing for the foreseeable future. Debtors involved about the actual tax status of this kind of financial loans they presently have are urged to seek advice from with the IRS directly or with a licensed tax advisor for additional information. Above all, they ought to be mindful that any entry into any bank loan composition exactly where the title have to pass to a lending celebration is practically surely to be reclassified as a sale by the Internal Income Assistance and will pose a massive, unacceptable hazard.

Much more on the destiny of ToT brokers. A ToT lender is constantly extremely happy to get a broker who has an impeccable reputation to have the ToT "ball" for them. As a substitute of the loan company obtaining to market the loan software to the consumers right, the loan company can thus piggyback on to the powerful track record of the broker with no draw back, and even blame the broker later for "not correctly representing the program" if there are any complaints - even however the system was faithfully communicated as the lender had represented to the broker. Some of these brokers are semi-retired, maybe a previous executive of a respected institution, or a advertising organization with an unblemished record and nothing but lengthy-standing relationships with prolonged-phrase customers.

ToT lenders who use elaborate deception with their brokers to cloud their funding approach, to exaggerate their economical means, to claim asset safety that is not true, and so forth. put brokers and marketers in the situation of unknowingly creating false statements in the sector that they believed have been accurate, and thereby unknowingly participating in the ToT lender's sale-of-securities functions. By creating victims out of not just borrowers, but also their in any other case effectively-indicating advisors and brokers (people today who have almost nothing to do with the sale, the contracts, or the loan and many others) --many firms and people today with spotless reputations can discover all those reputations stained or destroyed with the failure of their lending associate. But, devoid of those brokers, the ToT financial institution are unable to keep in business. It is no surprise that this kind of lenders will go to amazing lengths to keep their finest brokers.

When it breaks down: The technique is wonderful right up until the loan company is one day repaid at bank loan maturity, just as the personal loan agreement lets, in its place of exercising his nonrecourse rights and "going for walks absent" as most transfer-of-title creditors want. The consumer needs to repay his financial loan and he does. Now he desires his shares back again.

Definitely, if the loan provider gets repayment, and that revenue been given is enough to purchase again the shares on the open industry and deliver them back to the consumer, all is nicely. But the financial institution does not want this end result. The transfer-of-title lender's major goal is to stay away from any even more obligations involving the client's portfolio. Just after all, the lender has bought the shares.

But problems arise with the ToT financial institution (as it did initially with Derivium and numerous ToT loan providers who collapsed concerning 2007 and 2010) when a customer arrives in, repays his mortgage, but the price tag to the lender of repurchasing people shares in the open market place has long gone substantially up because the stock portfolio's benefit has absent dramatically up.

When faced with economical weak spot, the financial institution with no impartial sources of his own to drop back on may well now force his brokers additional to pull in new purchasers so he can market those people new shares and use that dollars to purchase up the stock wanted to shell out return to the primary shopper. Delays in funding new purchasers crop up as the loan provider "treads water" to keep afloat. Promises and functions that are untrue or only partly correct are employed to greatly enhance the software for brokers. Now the new shoppers come in, and they are explained to that funding will consider seven days, or ten times, or even two months, due to the fact they are using that sale dollars to buy back and return the stocks due again to the earlier customer. Desperate loan companies will supply regardless of what they can to maintain the movement of customers coming in.

If the ToT lender's consumers are individual and the brokers have calmed them mainly because of the assurances (usually written as properly as verbal) of the financial institution or other incentives these types of as curiosity payment moratoria, then the ToT lender may well get lucky and convey in plenty of to start out funding the oldest remaining loans again. But once in deficit, the complete composition begins to totter.

If a big marketer or broker, or a team of brokers stops sending new clients to the loan provider out of worry for delays in the funding of their clientele or other problems about their software, then the lender will usually enter a crisis. Ultimately all brokers will adhere to match and terminate their romance as the weak spot in the lender's plan turns into undeniable and apparent. New customers dry up. Any pre-current client searching to repay their loan and get their shares again finds out that there will be extensive delays even after they have compensated (most of individuals who fork out off their financial loans do so only if they are worth a lot more, as well!).

The ToT loan provider collapses, leaving brokers and purchasers victimized in their wake. Consumers may perhaps never see their securities yet again.

Summary. If you are a broker helping transfer you shares for your client's securities-backed mortgage, or if you are a broker calling such buildings "financial loans" as a substitute of the sales that they genuinely are, then you will have to fully grasp what the construction of this financing is and disclose it thoroughly to your consumers at the very minimum. Improved, prevent possessing any involvement in anyway with transfer-of-title securities financial loans and support safeguard your shoppers from undesirable choices - irrespective of service fees being dangled as bait. There are incredibly solid indications that regulators will quite quickly rule that these who interact in these kinds of loans are deceiving their clientele by the mere point that they are becoming called "financial loans".

If you are a customer looking at such a financial loan, you are in all probability moving into into anything that the IRS will consider a taxable sale of assets that is decidedly not in your very best desire. Unless of course your securities-based loan will involve assets that continue being in your title and account unsold, that permit totally free prepayment when you want without penalty, that enable you all the privileges of any modern-day U.S. brokerage in an SIPC-insured account with FINRA-member advisors and public disclosure of belongings and monetary overall health as with most present day U.S. brokerages and banking institutions. -- then you are almost absolutely participating in a quite risky or in some instances perhaps even illegal financial transaction.

Possibly once this kind of structures occupied a authorized grey region currently nonrecourse inventory loans do not.

Source by A B Nicholas

[mwatech]

Understanding the Risks of Transfer-Of-Title Stock Loans: IRS Rules Nonrecourse Stock Loans As Sales

Definition of Transfer-of-Title Nonrecourse Securities Loans. A nonrecourse, transfer-of-title securities-based loan (ToT) means exactly what it says: You, the title holder (owner) of your stocks or other securities are required to transfer complete ownership of your securities to a third party before you receive your loan proceeds. The loan is “nonrecourse” so that you may, in theory, simply walk away from your loan repayment obligations and owe nothing more if you default.

Sounds good no doubt. Maybe too good. And it is: A nonrecourse, transfer-of-title securities loan requires that the securities’ title be transferred to the lender in advance because in virtually every case they must sell some or all of the securities in order to obtain the cash needed to fund your loan. They do so because they have insufficient independent financial resources of their own. Without selling your shares pracitcally the minute they arrive, the could not stay in business.

History and background. The truth is that for many years these “ToT” loans occupied a gray area as far as the IRS was concerned. Many CPAs and attorneys have criticized the IRS for this lapse, when it was very simple and possible to classify such loans as sales early on. In fact, they didn’t do so until many brokers and lenders had established businesses that centered on this structure. Many borrowers understandably assumed that these loans therefore were non-taxable.

That doesn’t mean the lenders were without fault. One company, Derivium, touted their loans openly as free of capital gains and other taxes until their collapse in 2004. All nonrecourse loan programs were provided with insufficient capital resources.

When the recession hit in 2008, the nonrecourse lending industry was hit just like every other sector of the economy but certain stocks soared — for example, energy stocks — as fears of disturbances in Iraq and Iran took hold at the pump. For nonrecourse lenders with clients who used oil stocks, this was a nightmare. Suddenly clients sought to repay their loans and regain their now much-more-valuable stocks. The resource-poor nonrecourse lenders found that they now had to go back into the market to buy back enough stocks to return them to their clients following repayment, but the amount of repayment cash received was far too little to buy enough of the now-higher-priced stocks. In some cases stocks were as much as 3-5 times the original price, creating huge shortfalls. Lenders delayed return. Clients balked or threatened legal action. In such a vulnerable position, lenders who had more than one such situation found themselves unable to continue; even those with only one “in the money” stock loan found themselves unable to stay afloat.

The SEC and the IRS soon moved in. The IRS, despite having not established any clear legal policy or ruling on nonrecourse stock loans, notified the borrowers that they considered any such “loan” offered at 90% LTV to be taxable not just in default, but at loan inception, for capital gains, since the lenders were selling the stocks to fund the loans immediately. The IRS received the names and contact information from the lenders as part of their settlements with the lenders, then compelled the borrowers to refile their taxes if the borrowers did not declare the loans as sales originally — in other words, exactly as if they had simply placed a sell order. Penalties and accrued interest from the date of loan closing date meant that some clients had significant new tax liabilities.

Still, there was no final, official tax court ruling or tax policy ruling by the IRS on the tax status of transfer-of-title stock loan style securities finance.

But in July of 2010 that all changed: A federal tax court finally ended any doubt over the matter and said that loans in which the client must transfer title and where the lender sells shares are outright sales of securities for tax purposes, and taxable the moment the title transfers to the lender on the assumption that a full sale will occur the moment such transfer takes place.

Some analysts have referred to this ruling as marking the “end of the nonrecourse stock loan” and as of November, 2011, that would appear to be the case. From several such lending and brokering operations to almost none today, the bottom has literally dropped out of the nonrecourse ToT stock loan market. Today, any securities owner seeking to obtain such a loan is in effect almost certainly engaging in a taxable sale activity in the eyes of the Internal Revenue Service and tax penalties are certain if capital gains taxes would have otherwise been due had a conventional sale occurred. Any attempt to declare a transfer-of-title stock loan as a true loan is no longer possible.

That’s because the U.S. Internal Revenue Service today has targeted these “walk-away” loan programs. It now considers all of these types of transfer-of-title, nonrecourse stock loan arrangements, regardless of loan-to-value, to be fully taxable sales at loan inception and nothing else and, moreover, are stepping up enforcement action against them by dismantling and penalizing each nonrecourse ToT lending firm and the brokers who refer clients to them, one by one.

A wise securities owner contemplating financing against his/her securities will remember that regardless of what a nonrecourse lender may say, the key issue is the transfer of the title of the securities into the lender’s complete authority, ownership, and control, followed by the sale of those securities that follows. Those are the two elements that run afoul of the law in today’s financial world. Rather than walking into one of these loan structures unquestioning, intelligent borrowers are advised to avoid any form of securities finance where title is lost and the lender is an unlicensed, unregulated party with no audited public financial statements to provide a clear indication of the lender’s fiscal health to prospective clients.

End of the “walkway.” Nonrecourse stock loans were built on the concept that most borrowers would walk away from their loan obligation if the cost of repayment did not make it economically worthwhile to avoid default. Defaulting and owing nothing was attractive to clients as well, as they saw this as a win-win. Removing the tax benefit unequivocally has ended the value of the nonrecourse provision, and thereby killed the program altogether.

Still confused? Don’t be. Here’s the nonrecourse stock loan process, recapped:

Your stocks are transferred to the (usually unlicensed) nonrecourse stock loan lender; the lender then immediately sells some or all of them (with your permission via the loan contract where you give him the right to “hypothecate, sell, or sell short”).

The ToT lender then sends back a portion to you, the borrower, as your “loan” at specific interest rates. You as borrower pay the interest and cannot pay back part of the principal – after all, the lender seeks to encourage you to walk away so he will not be at risk of having to go back into the market to buy back shares to return to you at loan maturity. So if the loan defaults and the lender is relieved of any further obligation to return your shares, he can lock in his profit – usually the difference between the loan cash he gave to you and the money he received from the sale of the securities.

At this point, most lender’s breathe a sigh of relief, since there is no longer any threat of having those shares rise in value. (In fact, ironically, when a lender has to go into the market to purchase a large quantity of shares to return to the client, his activity can actually send the market a “buy” signal that forces the price to head upwards – making his purchases even more expensive!) It’s not a scenario the lender seeks. When the client exercises the nonrecourse “walkaway” provision, his lending business can continue.

Dependence on misleading brokers: The ToT lender prefers to have broker-agents in the field bringing in new clients as a buffer should problems arise, so he offers relatively high referral fees to them. He can afford to do so, since he has received from 20-25% of the sale value of the client’s securities as his own. This results in attractive referral fees, sometimes as high as 5% or more, to brokers in the field, which fuels the lender’s business.

Once attracted to the ToT program, the ToT lender then only has to sell the broker on the security of their program. The most unscrupulous of these “lenders” provide false supporting documentation, misleading statements, false representations of financial resources, fake testimonials, and/or untrue statements to their brokers about safety, hedging, or other security measures – anything to keep brokers in the dark referring new clients. Non-disclosure of facts germane to the accurate representation of the loan program are in the lender’s direct interest, since a steady stream of new clients is fundamental to the continuation of the business.

By manipulating their brokers away from questioning their ToT model and onto selling the loan program openly to their trusting clients, they avoid direct contact with clients until they are already to close the loans. (For example, some of the ToTs get Better Business Bureau tags showing “A+” ratings knowing that prospective borrowers will be unaware that the Better Business Bureau is often notoriously lax and an easy rating to obtain simply by paying a $500/yr fee. Those borrowers will also be unaware of the extreme difficulty of lodging a complaint with the BBB, in which the complainant must publicly identify and verify themselves first.

In so doing, the ToT lenders have created a buffer that allows them to blame the brokers they misled if there should be any problems with any client and with the collapse of the nonrecourse stock loan business in 2009, many brokers — as the public face of loan programs – unfairly took the brunt of criticism. Many well-meaning and perfectly honest individuals and companies with marketing organizations, mortgage companies, financial advisory firms etc. were dragged down and accused of insufficient due diligence when they were actually victimized by lenders intent on revealing on those facts most likely to continue to bring in new client borrowers.

Why the IRS calls Transfer-of-Title loans “ponzi schemes.” So many aspects of business could be called a “ponzi scheme” if one thinks about it for a moment. Your local toy story is a “ponzi scheme” in that they need to sell toys this month to pay off their consignment orders from last month. The U.S. government sells bonds to foreign investors at high interest to retire and payoff earlier investors. But the IRS chose to call these transfer-of-title stock loans “ponzi schemes” because:

1) The lender has no real financial resources of his own and is not held to the same reserve standards as, say, a fully regulated bank; and

2) The repurchase of shares to return to clients who pay off their loans depends 100% on having enough cash from the payoff of the loan PLUS a sufficient amount of other cash from the sale of new clients’ portfolios to maintain solvency. Therefore, they are dependent entirely on new clients to maintain solvency and fulfill obligations to existing clients.

The U.S. Department of Justice has stated in several cases that ToT lenders who:

1) Do not clearly and fully disclose that the shares will be sold upon receipt and;

2) Do not show the full profit and cost to the client of the ToT loan structure

… will be potentially guilty of deceptive practices.

In addition, many legal analysts believe that the next step in regulation will be to require any such ToT lender to be an active member of the National Association of Securities Dealers, fully licensed, and in good standing just as all major brokerages and other financial firms are. In other words, they will need to be fully licensed before they can sell client shares pursuant to a loan in which the client supposedly is a “beneficial” owner of the shares, but in truth has no legal ownership rights any more whatsoever.

The IRS is expected to continue to treat all ToT loans as sales at transfer of title regardless of lender licensing for the foreseeable future. Borrowers concerned about the exact tax status of such loans they already have are urged to consult with the IRS directly or with a licensed tax advisor for more information. Above all, they should be aware that any entry into any loan structure where the title must pass to a lending party is almost certainly to be reclassified as a sale by the Internal Revenue Service and will pose a huge, unacceptable risk.

More on the fate of ToT brokers. A ToT lender is always exceptionally pleased to get a broker who has an impeccable reputation to carry the ToT “ball” for them. Instead of the lender having to sell the loan program to the clients directly, the lender can thereby piggyback onto the strong reputation of the broker with no downside, and even blame the broker later for “not properly representing the program” if there are any complaints – even though the program was faithfully communicated as the lender had represented to the broker. Some of these brokers are semi-retired, perhaps a former executive of a respected institution, or a marketing firm with an unblemished record and nothing but long-standing relationships with long-term clients.

ToT lenders who use elaborate deception with their brokers to cloud their funding process, to exaggerate their financial resources, to claim asset security that is not true, etc. put brokers and marketers in the position of unknowingly making false statements in the market that they believed were true, and thereby unknowingly participating in the ToT lender’s sale-of-securities activities. By creating victims out of not just borrowers, but also their otherwise well-meaning advisors and brokers (individuals who have nothing to do with the sale, the contracts, or the loan etc) –many firms and individuals with spotless reputations can find those reputations stained or destroyed with the failure of their lending associate. Yet, without those brokers, the ToT lender cannot stay in business. It is no wonder that such lenders will go to extraordinary lengths to retain their best brokers.

When it breaks down: The system is fine until the lender is one day repaid at loan maturity, just as the loan contract allows, instead of exercising his nonrecourse rights and “walking away” as most transfer-of-title lenders prefer. The client wants to repay his loan and he does. Now he wants his shares back.

Obviously, if the lender receives repayment, and that money received is enough to buy back the shares on the open market and send them back to the client, all is well. But the lender doesn’t want this outcome. The transfer-of-title lender’s main goal is to avoid any further responsibilities involving the client’s portfolio. After all, the lender has sold the shares.

But problems occur with the ToT lender (as it did originally with Derivium and several ToT lenders who collapsed between 2007 and 2010) when a client comes in, repays his loan, but the cost to the lender of repurchasing those shares in the open market has gone dramatically up because the stock portfolio’s value has gone dramatically up.

When faced with financial weakness, the lender with no independent resources of his own to fall back on may now pressure his brokers further to pull in new clients so he can sell those new shares and use that money to buy up the stock needed to pay return to the original client. Delays in funding new clients crop up as the lender “treads water” to stay afloat. Promises and features that are untrue or only partly true are used to enhance the program for brokers. Now the new clients come in, and they are told that funding will take seven days, or ten days, or even two weeks, since they are using that sale cash to buy back and return the stocks due back to the earlier client. Desperate lenders will offer whatever they can to keep the flow of clients coming in.

If the ToT lender’s clients are patient and the brokers have calmed them because of the assurances (typically written as well as verbal) of the lender or other incentives such as interest payment moratoria, then the ToT lender might get lucky and bring in enough to start funding the oldest remaining loans again. But once in deficit, the entire structure begins to totter.

If a major marketer or broker, or a group of brokers stops sending new clients to the lender out of concern for delays in the funding of their clients or other concerns about their program, then the lender will typically enter a crisis. Eventually all brokers will follow suit and terminate their relationship as the weakness in the lender’s program becomes undeniable and obvious. New clients dry up. Any pre-existing client looking to repay their loan and get their shares back finds out that there will be long delays even after they have paid (most of those who pay off their loans do so only if they are worth more, too!).

The ToT lender collapses, leaving brokers and clients victimized in their wake. Clients may never see their securities again.

Conclusion. If you are a broker helping transfer you shares for your client’s securities-backed loan, or if you are a broker calling such structures “loans” instead of the sales that they really are, then you must understand what the structure of this financing is and disclose it fully to your clients at the very least. Better, stop having any involvement whatsoever with transfer-of-title securities loans and help protect your clients from bad decisions – regardless of fees being dangled as bait. There are very strong indications that regulators will very soon rule that those who engage in such loans are deceiving their clients by the mere fact that they are being called “loans”.

If you are a client considering such a loan, you are probably entering into something that the IRS will consider a taxable sale of assets that is decidedly not in your best interest. Unless your securities-based loan involves assets that remain in your title and account unsold, that allow free prepayment when you wish without penalty, that allow you all the privileges of any modern U.S. brokerage in an SIPC-insured account with FINRA-member advisors and public disclosure of assets and financial health as with most modern U.S. brokerages and banks. — then you are almost certainly engaging in a very risky or in some cases possibly even illegal financial transaction.

Maybe once such structures occupied a legal gray area; today nonrecourse stock loans do not.

from CPA Marketing http://ift.tt/2iEg9JL