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Business Planning with S Corps - 2 CLE hours
This program will provide you with a practical guide to business planning with S Corps and how they differ from C Corps and LLC/partnerships. The program will cover practical operational and finance considerations, including planning for the distribution of cash versus other property, making the most of tax attributes (including losses), the one-class of stock restriction and basis in both equity and debt. Advanced issues involving equity compensation, fringe benefits, and the use of retirement plans to distribute property will also be discussed. The panel will also cover planning for the eventuality of a sale of all or a portion of the S Corp. This program will provide you with a real world guide to advanced business planning considerations with S Corps and the tradeoffs of using them versus other types of entities.
Day 1 – October 21, 2015:
• Business planning with S Corps and comparison to other types of entity
• Practical comparison of S Corps with C Corps and LLCs, and circumstances in which each is best used
• Operational and shareholder considerations – allocating tax attributes, cash v. property distributions
• Finance issues – equity v. debt, basis in each, one class of stock restriction
• Equity compensation planning – restricted stock, options, profits interests
Day 2 – October 22, 2015:
• Fringe benefit planning and the use of qualified plans to distribute profits
• Employment tax planning opportunities in S Corps, including new 3.8% tax on net investment income
• Mergers and sale issues – sale of the whole company or portion, asset v. stock deals, treatment of intangibles, and IRC Section 338(h)(10)
• Overview of Employee Stock Ownership Plans
• Review of special estate planning issues for S Corps
Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning. Before entering law practice of law, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance. Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.
Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses. Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.
Christopher Davidson is an attorney in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions. His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. Mr. Davidson received his B.A., summa cum laude, from the University of Maryland, his J.D. from the University of Maryland School of Law, and his LL.M. from New York University.