In this episode of the SALTovation Podcast, Meredith Smith and Judy Vorndran join Stephanie Lipinski Galland, Principal at Miles & Stockbridge, for a lively conversation about how the shift from a "bricks" to a "clicks" world has reshaped sales tax. A 10th-generation Virginian, Stephanie highlights her time at the Virginia Department of Taxation and at the Gap, where she helped navigate one of the earliest decisions in online retail: whether to collect sales tax at the point of an internet sale, which turned online tax collection into a business problem, not just a tax one.

The discussion moves from the complexities of state and local tax to the practical realities of M&A, where deals close on Monday and the request for a state clearance letter lands on Friday. Stephanie explains why an indemnification paragraph may be worth little without documentation, why lowering the purchase price can be more practical than holding funds in escrow for years, and why summaries rarely satisfy a burden of proof when an audit finally arrives.

Key Takeaways:

● State and local tax can behave like a puzzle without pre-described pieces. Outside of a few states, broad statutes and fewer regulations mean practitioners often have to build the answer rather than look it up.

● Clearance letters and bulk sale notices may require advance lead time. Some jurisdictions expect contact days before closing, so a Friday request for a Monday deal can be impossible to satisfy.

● An indemnification clause may not be enough on its own. When assessments and appeals can stretch for years, lowering the purchase price can be more practical than holding funds in escrow.

● Documentation can make or break a position. Summaries are rarely primary source documents, and records lost across software migrations can leave a company unable to meet its burden of proof.

● Collecting tax online can be a business decision, not only a tax one. Point-of-sale systems, in-store returns, and same-store comps mean the choice to collect at the point of sale can affect store performance and audit exposure.

● Proactive SALT advice is available. If companies cannot justify a full-time in-house specialist, outside SALT advisors can help companies mitigate risk.

Guest:

Stephanie Lipinski Galland, Principal, Miles & Stockbridge

LinkedIn: https://www.linkedin.com/in/stephanie-lipinski-galland-1205a991/

Stephanie Lipinski Galland is a Principal at Miles & Stockbridge with more than 30 years representing businesses before state and local taxing authorities on income, franchise, sales, use, and unclaimed property matters, as well as M&A due diligence and administrative appeals. She previously served as Director of Taxation at Gap Inc. and worked at the Virginia Department of Taxation, and she teaches state and local tax as an Adjunct Professor at Georgetown University Law Center. A Fellow of the American College of Tax Counsel and a former Chair of the ABA's State and Local Tax Committee, she was named Best Lawyers' 2026 "Lawyer of the Year" for Litigation and Controversy (Tax) in Richmond.

Connect:

● Website: https://www.aprio.com/business-tax/state-local-tax-salt-consulting/

● Meredith Smith on LinkedIn: https://www.linkedin.com/in/meredith-smith-047aa13/

● Judy Vorndran on LinkedIn: https://www.linkedin.com/in/judyvorndran/

● Stephanie Lipinski Galland on LinkedIn: https://www.linkedin.com/in/stephanie-lipinski-galland-1205a991/

● Subscribe on your favorite podcast app.

Disclaimer:

The information provided in this podcast is for general informational and educational purposes only and does not constitute legal, tax, accounting, or professional advice. The views expressed by the hosts and guests are their own and do not necessarily reflect those of Aprio or its affiliates. Listeners should consult their own qualified advisors before making decisions based on the topics discussed. SALTovation is a production of Aprio.

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