S Corporation tax, including but not limited to:

• Formation and eligibility of “S” corporation;
• Number of shareholders and counting two people as one in some situations;
• Eligible shareholders and allowed trusts;
• One-class-of-stock requirement and various rules thereto;
• Advising on participating debt under the straight debt safe harbor regulations;
• Restructuring “S” corporation into limited partnership because of blown “S” based on a carried interest;
• Making many “S” elections on formation of the entity and thereafter;
• Assisting companies with short “C” year due to late filed “S” election and consequences thereto;
• Advising on revoking “S” election and need for appropriate shareholder approval;
• Due diligence on “S” corporation acquisition and requesting a private letter ruling due to an inadvertent termination of S status;
• Assisting with tax consequences of terminated “S” status;
• Advising on debt of the corporation to the shareholder that can used in utilizing loss deductions;
• Advising on built-in-loss property under 362(e)(2);
• Sale of S corporation stock and look through rules;
• Distributions to shareholders with earnings and profits, and assisting companies determine the earnings and profits while a “C” corporation;
• Reviewing tax information to calculate accumulated adjustment account;
• Advising on distributions of appreciated property;
• Mergers and other tax-free transactions between “C” and “S” corporations;
• Converting “C” corporations to “S” corporations and calculating and minimizing the built-in gains under 1374; tax on passive investment income under 1375; and recapture of LIFO under 1363(d);
• Advising on “reasonable compensation” for W-2 and K-1 analysis;
• Structuring bonus plan to comply with one class of stock regulations; and
• Review and revise stock purchase agreement for asset purchase treatment under 338(h)(10).