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Archive for the ‘C Corporations’ Category

Steve Looney Presents Section 199A and Pass-Through Entities Seminar at NYU Taxation Institute

Published: November 15th, 2018

Stephen R. Looney

Stephen Looney, chair of Dean Mead’s Corporate and Tax Department, recently co-presented seminars on “Section 199A and Its Application to Pass-Through Entities” at the NYU School of Professional Studies 77th Institute on Federal Taxation – “A Year of Insights and Analyses From America’s Top Tax Authorities.” During his presentation sessions held on October 25 in […]

Built-In Gain Tax Not Triggered By S Corporation Conversion of LLC Interest

Published: October 18th, 2017

Stephen R. Looney

An S corporation that was previously a C corporation is subject to the built-in gains tax under Section 1374 if appreciated assets held by the corporation (measured from the beginning of the S corporation’s first taxable year) are disposed of during the “recognition period.”  The built-in gains tax is imposed at the corporate, rather than […]

Tax Court Finds Compensation Paid to Shareholder-Employees Reasonable

Published: July 28th, 2016

Stephen R. Looney

In Johnson, Inc.,[1] the Tax Court held that the amounts paid to the shareholder-employees of a C corporation constituted reasonable compensation deductible under Section 162 and that amounts paid by the taxpayer-corporation to an entity controlled by two of its shareholders was deductible as an ordinary and necessary business expense under Section 162. Facts of […]

Starting a Business – An Alphabet Soup of Choices (of Entity)

Published: April 18th, 2016

Dana M. Apfelbaum

Starting and running a business requires making many important decisions. The very first decision faced by many business owners is what kind of entity should be formed to operate their business. In Florida, there are a number of available options. While the decision can be daunting, the variety in flavor of business entities provides the […]

Compensation to Law Firm Shareholder-Employees Disallowed by Tax Court

Published: March 17th, 2016

Stephen R. Looney

In Brinks,[1] the Tax Court once again applied the independent investor test to recharacterize compensation paid by a professional corporation, a law firm, to its shareholder-employees as nondeductible dividend distributions, and held the corporation liable for accuracy-related penalties for mischaracterizing the dividends as deductible compensation. This case should serve as a warning for many mid-size […]

Court Finds Shareholder Liable in Recent Midco Transaction

Published: January 15th, 2016

Stephen R. Looney

In Tricarichi,1 the Tax Court held that the sole shareholder of a corporation was liable as a transferee for the corporation’s unpaid tax liability after he sold his stock in a “Midco” transaction, resulting in a tax deficiency of $15,186,570 and penalties of $6,012,777 under Section 6901 and Ohio fraudulent transfer laws. The taxpayer was […]

IRS Issues Proposed Regulations Eliminating Requirement That Service Provider File Copy of Section 83(b) Election with Tax Return

Published: August 11th, 2015

Stephen R. Looney

On 7/17/2015, the IRS issued proposed regulations regarding the Section 83(b) election.  Under the general rule of Section 83(a), if, in connection with the performance of services, property is transferred to any person other than the person for whom such services are performed, the excess of the fair market value of the property as of […]

Compensation Reclassification Risks for C and S Corporations in Journal of Taxation

Published: June 16th, 2015

Stephen R. Looney

Stephen R. Looney, Shareholder and Chair of Dean Mead’s Tax department, co-authored the article titled, “Compensation Reclassification Risks for C and S Corporations”. The article was published in the Journal of Taxation, May 2015 edition. The full article is provided here: Compensation Reclassification Risks for C and S Corporations.