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Planning with S Corps - Part 1 (Live Replay from December 17, 2020)

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 1 topics include:

  • Business planning with S Corps and drafting S stockholders' agreements
  • Counseling clients on choice of entity considerations of S Corps v. LLCs/partnerships
  • Capital structure issues – restrictions on types of debt and equity
  • Who qualifies as an eligible S Corp stockholder
  • Transferability of interests and restrictions to preserve S Corp status

Thursday, October 21, 2021
1:00–2:00 PM


  • Frank Ciatto, Venable LLP, Washington, D.C.
  • James DePaoli, Venable LLP, Washington, D.C.

December 17, 2020

North Carolina: 1.00 MCLE Hour

See pricing below.