S Corporations: How to Avoid Common & Often Overlooked Pitfalls (Simple to Complex)


CLE Credits earned: 2 GEN

From a U.S. federal income tax perspective, the S corporation can be an attractive entity through which to conduct business. On the one hand, an S corporation is a pass-through entity, which is generally not subject to the double taxation experienced by C corporations. In addition, S corporation income is subject to beneficial tax rates in respect of qualified business income passed through to shareholders. If structured right, an S corporation can be an attractive acquisition target which can lead to an increased purchase price on an exit.
On the other hand, there are several rigid requirements that must be met in order to conduct business through an S corporation.

This presentation will help you understand the rigid requirements that govern S corporations, will highlight some of the benefits and drawbacks associated with operating as an S corporation, and will also address the tax issues that arise on mergers and acquisitions involving S corporation targets.

Key topics to be discussed:

•   Mechanical S Corporation Requirements
•   S Corporation Entity Level Taxes
•   Key Issues with S Corporations in M&A Deals
•   S Corporation Developments in Light of New Tax Bill

Date / Time: December 10, 2018

•   2:00 pm – 4:00 pm Eastern
•   1:00 pm – 3:00 pm Central
•   12:00 pm – 2:00 pm Mountain
•   11:00 am – 1:00 pm Pacific

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•   Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•   On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 7 business days after the original recording date and are view-able for up to one year.

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SKU: N/A Categories: ,
Original Broadcast Date: November 14, 2018

Jeffrey Rosenfeld, Esq. concentrates his practice in the area of business tax law. He counsels public and private corporations, partnerships, and individuals in a broad array of tax matters including:
• domestic and international tax matters
• state and local tax planning
• tax-efficient structuring of domestic and international mergers, acquisitions, divestitures, reorganizations, spin-offs, redemptions, and liquidations
• formation, operation, and acquisition of Subchapter S Corporations, partnerships, and limited liability companies
• federal, state, and local criminal and civil tax controversies, including audits, administrative appeals, and litigation
• issuances of equity-based compensation

Jeffrey counsels corporate clients and individuals regarding undeclared foreign bank accounts, including “FBAR” reporting obligations, and has represented numerous clients in the Internal Revenue Service’s Offshore Voluntary Disclosure Program.

Jeffrey also has digital currencies industry experience, including:
• Formation of entities to be engaged in the digital currencies space
• Negotiation, drafting and documentation of governing documents (such as limited liability company agreement) for entities engaged in the digital currencies space
• Compensation and other issues concerning the issuance of digital currencies or the grant of digital currencies to service providers
• Federal income tax consequences associated with the purchase, sale or exchange of digital currencies

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Section I. Corporate and Shareholder Requirements
a) One Class of Stock
b) Number
c) Type

Section II. Shareholder Basis
a) Importance of Basis
b) Stock Basis; Debt Basis

Section III. Entity Level Taxes
a) Built-in Gains Tax
b) Excess Net Passive Income
c) LIFO Recapture

Section IV. Reasonable Compensation to Shareholder
a) Reasonable Compensation – Significant Employment Tax Savings by Making Distributions
b) Unreasonable Compensation

Section V. M&A Deals Involving S Corporations
a) Section 338(h)(10) and Section 336(e)
b) Net Investment Income Tax Considerations

Section VI. New Tax Bill
a) 20% Deduction of Pass-through Income
b) Post-conversion Distributions
c) Deferral of Mandatory Repatriation