Stephen Looney, Shareholder, is participating in several speaking engagements this fall throughout the country. Please read below to learn more about his upcoming presentations that will cover an array of useful tax topics.
Tax Effects of Converting Entities Under State Law Conversion and State Law Merger Statutes
ABA Fall Tax Section in San Francisco, California
September 20, 2013
This presentation examines the federal tax consequences of changing from one form of entity to another form of entity under the various methods available, including conversions of sole proprietorships into corporations, the incorporation of a partnership, the conversion of a corporation into a sole proprietorship or a single-member LLC that is a disregarded entity, the conversion of a corporation into a partnership, the conversion of a disregarded entity into a partnership, and the conversion of a partnership into a disregarded entity. In addition to highlighting the tax consequences of each of these transactions, the pitfalls associated with such transactions are also discussed.
Tax Effects of Converting Entities Under Check the Box, State Law Conversion Statutes, State Law Merger Statutes and “Manual” Conversions
72nd NYU Tax Institute in New York, New York on October 23rd
72nd NYU Tax Institute in San Francisco, California on November 20th
This presentation examines the federal tax consequences of changing from one form of entity to another form of entity under state law conversion and merger statutes, the check-the-box regulations and so-called “long-form” conversions. This presentation also includes a discussion of the tax consequences of the conversion of a disregarded entity into a partnership and the conversion of a partnership into a disregarded entity. Traps for the unwary are also discussed.
Compensation Reclassification Risks for S and C Corporations
University of Texas 61st Annual Taxation Conference in Austin
This presentation will discuss how the IRS and the Courts are addressing the reclassification of compensation and other payments to shareholders as dividends (unreasonably high compensation) in the context of C corporations, as well as how the IRS and the Courts are addressing the reclassification of distributions as compensation (unreasonably low compensation) subject to payroll tax liability in the context of S corporations. It will also focus on the increasing application by the IRS and Courts of the so-called “independent investor test” to determine reasonable compensation.