Stephen R. Looney Orlando, Florida
| Shareholder | |
| phone | 407-428-5128 |
| fax | (407) 423-1831 |
| slooney@deanmead.com | |
Mr. Looney represents clients in a variety of business and tax matters including entity formation (S and C corporations, partnerships, and LLCs), acquisitions, dispositions, redemptions, liquidations, reorganizations, tax-free exchanges of real estate, and tax controversies. His clients include closely held businesses, with an emphasis on medical and other professional practices.
- Areas of Practice:
- Tax
- Purchase and Sale of Businesses
- Mergers and Acquisitions
- Corporations, Partnerships, and LLCs
- Business
- Health Care
- Certification/Specialties:
- Board Certified Tax Lawyer, The Florida Bar
- Certified Public Accountant, State of Missouri
- Bar Admissions:
- Florida, 1987
- Texas, 1986
- Missouri, 1984
- U.S. Tax Court
- Education:
- University of Florida College of Law, Gainesville, Florida,
1985
LL.M. in Taxation
Honors: First in Class - University of Missouri Columbia School of Law, Columbia, Missouri,
1984
J.D.
Honors: Cum Laude
Honors: Order of the Coif
Law Review: Missouri Law Review, Member and Note and Comment Editor - Drury College, Springfield, Missouri,
1981
B.A.
Honors: Magna Cum Laude
Major: Accounting
Major: Business Administration
- Published Works:
- Current Developments Columns, Business Entities, 1999-present
- Avoiding Unreasonable Compensation Attacks on Professional Service and Other Closely Held Corporations, BNA's Executive Compensation Library - Journal Reports: Law and Policy, January, 2004
- Shareholder Agreements for Closely-Held Corporations, Business Entities, January/February, 2003
- Drafting Shareholder Agreements for Closely-Held C and S Corporations, New York University 60th Institute on Federal Taxation, 2002
- Internal Revenue Service Issues Proposed ESBT Regulations, Journal of Corporate Taxation, May/June, 2001
- The Built-In Gains Tax Revisited: 15 Years Later, Business Entities, March/April, 2001
- IRS Improves the Final QSub Regs. -- But Insists on Keeping the Step Transaction Doctrine, Journal of Taxation, Fall, 2000
- S Corp. Prop. Regs. -- No Surprises, But Two Potentially Controversial Provisions, Journal of Taxation, February, 1999
- Recent Developments Columns, Journal of S Corporation Taxation, 1993-1999
- Service Takes Lenient Approach Under New Relief Provisions for Inadvertent Invalid Elections and Late or Missing Elections, Journal of S Corporation Taxation, Summer, 1998
- Miscellaneous S Corporation Changes Made by the Small Business Job Protection Act of 1996, Journal of S Corporation Taxation, Spring, 1997
- Applying the Built-In Gains Tax to Built-In Income Items: The Service's Ever-Expanding Universe, Journal of S Corporation Taxation, Fall, 1996
- S Corporations Committee Annual Report, The Tax Lawyer, Summer, 1996
- Section 1377 Prop. Regs. Clarify Pro Rata Share Rules and Post-Termination Transition Period, Journal of Taxation, December, 1995
- Choice of Entity When Forming Your Business, Orlando Business Journal, December, 1995
- S Corporations Committee Annual Report, The Tax Lawyer, Summer, 1995
- TAM 9403003: The Service's Not-So-Kind-And-Gentle Approach to Loan Restructurings Between Related Entities, Journal of S Corporation Taxation, Spring, 1995
- S Corporations Committee Annual Report, The Tax Lawyer, Summer, 1994
- Choice of Entity After RRA '93: Back to the Future for S Corporations, Journal of S Corporation Taxation, Spring, 1994
- S Corporations Committee Annual Report, The Tax Lawyer, Summer, 1993
- Important Developments Affecting S Corporations Since the Tax Reform Act of 1986, Journal of S Corporation Taxation, Spring, 1993
- S Shareholders Must Still Be Wary of At-Risk Rules: Part II, Journal of S Corporation Taxation, Winter, 1992
- Choice of Entity for the Service Corporation: the S Corporation Alternative, Journal of S Corporation Taxation, Fall, 1992
- Estate Tax Deferral for Estates Owning Stock in S Corporations, Journal of S Corporation Taxation, Winter, 1991
- S Shareholders Must Still Be Wary of At-Risk Rules: Part I, Journal of S Corporation Taxation, Fall, 1991
- S Corporations Columns, Journal of Partnership Taxation, 1990-1991
- Investing in Real Estate: Back to the Basics, The Florida Bar Journal, January, 1987
- Using LIFO to Value Costs Under the Completed Contract Method: A Tale of Two Accounting Methods, The Tax Lawyer, Winter, 1986
- Tax Accrual Workpapers and IRS Summonses Under IRC Section 7602: The Accountant Work-Product Privilege, Missouri Law Review, Summer, 1983
- Classes/Seminars Taught:
- Taxation of S Corporations and Their Shareholders, 2005 Tax Certification Review Course, The Florida Bar, Orlando, FL, February 25, 2005
- Reasonable Compensation Issues for Closely-Held and Service Companies, 2003 Mid-America Tax Conference, St. Louis, MO, November 18, 2003
- Drafting Shareholder Agreements for Closely-Held Corporations, 54th Annual Tennessee Federal Tax Institute, Nashville, TN, September 25, 2003
- Avoiding Unreasonable Compensation Attacks on Professional Service and Other Closely-Held Corporations, 54th Annual Tennessee Federal Tax Institute, Nashville, TN, September 25, 2003
- Reasonable Compensation Issues for Closely-Held and Service Companies, ABA Teleconference and Live Audio Webcast, July 30, 2003
- The Pediatric Surgical Associates Case and Reasonable Compensation for Closely-Held Businesses, 45th Annual Kentucky Institute on Federal Taxation, November 14, 2002
- Reasonable Compensation Issues for Closely-Held and Service Companies, NYU 61st Institute on Federal Taxation, New York City, NY, October 23, 2002
- S Corporation Modernization Act of 2001, ABA Tax Section S Corporations Committee 2002 Fall Meeting, Los Angeles, CA, October 18, 2002
- The Pediatric Surgical Associates Case and Reasonable Compensation for Closely Held Businesses, 37th Annual Southern Federal Tax Institute, Atlanta, GA, September 24, 2002
- Operation of the Service Corporation as an S Corporation Including Conversion of an Existing Service Corporation from C Status to S Status, ABA Tax Section S Corporations Committee Meeting, New Orleans, LA, 2002
- Drafting S Corporation Shareholder Agreements, The Portland Tax Forum, Portland, OR, November 16, 2001
- Drafting S Corporation Shareholder Agreements, The Attorney-CPA Tax Clinic, Seattle, WA, November 15, 2001
- Drafting S Corporation Shareholder Agreements, NYU 60th Institute on Federal Taxation, San Francisco, CA, November 14, 2001
- Drafting S Corporation Shareholder Agreements, 2001 Mid-America Tax Conference, St. Louis, MO, October 25, 2001
- Drafting S Corporation Shareholder Agreements, NYU 60th Institute on Federal Taxation, New York City, NY, October 24, 2001
- A Primer on the Built-In Gains Tax and Planning Opportunities, ABA Tax Section S Corporations Committee Meeting, Washington, DC, May 11, 2001
- Drafting Shareholders' Agreements, Including Special S Corporation Provisions, ABA Tax Section S Corporations Committee Meeting, Los Angeles, CA, October 13, 2000
- The Proposed Section 1(h) Regulations-Treatment of Sale of S Corporation Stock, ABA Tax Section S Corporations Committee Meeting, San Diego, CA, January 21, 2000
- Recent Developments Affecting S Corporations, National CLE Conference, Vail, CO, January 7, 1999
- Important Developments Regarding S Corporations, Mid-America Tax Conference 1999, St. Louis, MO, November 11, 1999
- Honors and Awards:
- Martindale-Hubbell: AV Rating
- Named an Outstanding Tax Attorney in Chambers USA, America's Lending Business Lawyers, 2007 - 2009
- Named an Outstanding Tax Lawyer in The Best Lawyers in America, 2006 - 2010
- Named an Outstanding Tax, Business/Corporate and Health Care Attorney in Florida Super Lawyers Magazine, 2006 - 2009
- Named an Outstanding Tax Attorney in Florida Trend Magazine's Legal Elite, 2005 - 2006
- Named one of Orlando's Best Tax Attorneys by Orlando Magazine, 2006
- Named as "Best of the Bar" in Tax Law in Orlando Business Journal
- Listed in Marquis Who's Who in American Law
- Professional Associations and Memberships:
- American Bar Association
- Member
- American Bar Association - Tax Section
- Member, Former Chair of the S Corporations Committee
- American College of Tax Counsel
- Fellow
- Business Entities Journal
- Board of Advisors and Department Heads, Current Developments Editor
- The Florida Bar
- Member
- State Bar of Texas
- Member
- The Missouri Bar
- Member
- Missouri Society of Certified Public Accountants
- Member
- Leadership Orlando
- Graduate
- Kiwanis Club of North Orlando
- Member, Board of Directors
- The Florida Bar Foundation, Inc.
- Fellow
- My Region - Regional Development Program
- Member, Board of Directors
