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Planning with S Corps - Part 2

Description

Despite the prevalence of LLCs, S Corps remain a preferred choice of entity for many family-controlled and other closely-held businesses. They retain certain tax advantages over other pass-through entities and their corporate structure makes them familiar to investors, their legal counselors, and lenders.

Still, S Corps are "fragile" entities in the sense that the tradeoff for their tax and other benefits is that they must adhere to a several capital structure restrictions, which limit their flexibility. Drafting S Corp stockholders' agreements is a careful balance of maximizing tax benefits, preventing the loss of the preferred tax status through inadvertently disqualifying corporate actions, and maximizing organizational flexibility in other areas.

This program provides a real world guide to business planning with S Corps and drafting their underlying stockholder agreements.

Part 2 topics include:

  • Understanding tax benefits (and traps) of S Corps
  • Distribution planning in S Corps – tax advantages/disadvantages of withdrawing money as salary or distributions
  • Incentive compensation issues, including fringe benefits and restrictions on deductibility
  • Planning for the merger or sale of an S Corp into another S Corp, LLC or C Corp

Contributors

  • Frank Ciatto

    Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

    Click here for more information about Frank.

  • James DePaoli

    James DePaoli is an attorney in the Washington, D.C. office of Venable, LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations.

    Mr. Paoli earned his B.S/B.A., magna cum laude, from Georgetown University and his J.D. from Duke University School of Law.

    Click here for more information about James.

December 18, 2020
Fri 1:00 PM EST

Duration 1H 0M

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