SOPHISTICATED CHOICE OF ENTITY, PART 1 & PART 2 First Run Broadcast: February 20 & 21, 2018 1PM EDT, 12PM CDT, 11AM MDT, 10AM PDT (60 minutes each day) Choosing the right entity for a closely-held business is not about a single point in time but planning for that business over long stretches of time and the likelihood of substantial change. One of those changes is the change wrought by tax law, specifically the recently enacted tax reform legislation. The new law substantially alters familiar tax law considerations when choosing the right entity for client goals, particularly when considering a range of pass-through entities. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs. This program will provide you with a practical guide to sophisticated choice of entity considerations, including detailed consideration of the new tax law. Day 1: February 20, 2018: • Advanced choice of entity considerations – management, tax, finance, regulatory, employee benefit and other considerations • Impact of industry norms, investor expectations, and regulatory requirements on choice of entity • Management and information rights, and the ability to restrict • Fiduciary duties and liability of owners and managers, and the ability to modify these duties • Economic rights – choosing among capital rights, income rights, tracking rights • Special considerations for service-based businesses Day 2: February 21, 2018: • Impact of new 2018 tax law on C Corps, S Corps, and pass-through entities • Planning for distributions of property • Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members • Employment tax planning disparities among entities • State and local tax considerations • Owner and employee fringe benefit considerations • When the first choice wasn’t correct – considerations when an entity needs to convert Speaker: 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 private practice, 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.
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SOPHISTICATED CHOICE OF ENTITY, PART 1 & PART 2 (60 ... · SOPHISTICATED CHOICE OF ENTITY, PART 1 & PART 2 First Run Broadcast: February 20 & 21, 2018 1PM EDT, 12PM CDT, 11AM MDT,
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• Impact of industry norms, investor expectations, and regulatory requirements on choice
of entity
• Management and information rights, and the ability to restrict
• Fiduciary duties and liability of owners and managers, and the ability to modify these
duties
• Economic rights – choosing among capital rights, income rights, tracking rights
• Special considerations for service-based businesses
Day 2: February 21, 2018:
• Impact of new 2018 tax law on C Corps, S Corps, and pass-through entities
• Planning for distributions of property
• Anticipating liquidity events – sale of the company, liquidation of the company, new
investors/members
• Employment tax planning disparities among entities
• State and local tax considerations
• Owner and employee fringe benefit considerations
• When the first choice wasn’t correct – considerations when an entity needs to convert
Speaker:
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 private practice, 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.
VT Bar Association Continuing Legal Education Registration Form
Please complete all of the requested information, print this application, and fax with credit info or mail it with payment to: Vermont Bar Association, PO Box 100, Montpelier, VT 05601-0100. Fax: (802) 223-1573 PLEASE USE ONE REGISTRATION FORM PER PERSON. First Name ________________________ Middle Initial____ Last Name__________________________
Sophisticated Choice of Entity, Part 1 Teleseminar
February 20, 2018 1:00PM – 2:00PM
1.0 MCLE GENERAL CREDITS
PAYMENT METHOD:
Check enclosed (made payable to Vermont Bar Association) Amount: _________ Credit Card (American Express, Discover, Visa or Mastercard) Credit Card # _______________________________________ Exp. Date _______________ Cardholder: __________________________________________________________________
VBA Members $75 Non-VBA Members $115
NO REFUNDS AFTER February 13, 2018
VT Bar Association Continuing Legal Education Registration Form
Please complete all of the requested information, print this application, and fax with credit info or mail it with payment to: Vermont Bar Association, PO Box 100, Montpelier, VT 05601-0100. Fax: (802) 223-1573 PLEASE USE ONE REGISTRATION FORM PER PERSON. First Name ________________________ Middle Initial____ Last Name__________________________
Sophisticated Choice of Entity, Part 2 Teleseminar
February 21, 2018 1:00PM – 2:00PM
1.0 MCLE GENERAL CREDITS
PAYMENT METHOD:
Check enclosed (made payable to Vermont Bar Association) Amount: _________ Credit Card (American Express, Discover, Visa or Mastercard) Credit Card # _______________________________________ Exp. Date _______________ Cardholder: __________________________________________________________________
VBA Members $75 Non-VBA Members $115
NO REFUNDS AFTER February 14, 2018
Vermont Bar Association
CERTIFICATE OF ATTENDANCE
Please note: This form is for your records in the event you are audited Sponsor: Vermont Bar Association Date: February 20, 2018 Seminar Title: Sophisticated Choice of Entity, Part 1 Location: Teleseminar - LIVE Credits: 1.0 MCLE General Credit Program Minutes: 60 General Luncheon addresses, business meetings, receptions are not to be included in the computation of credit. This form denotes full attendance. If you arrive late or leave prior to the program ending time, it is your responsibility to adjust CLE hours accordingly.
Vermont Bar Association
CERTIFICATE OF ATTENDANCE
Please note: This form is for your records in the event you are audited Sponsor: Vermont Bar Association Date: February 21, 2018 Seminar Title: Sophisticated Choice of Entity, Part 2 Location: Teleseminar - LIVE Credits: 1.0 MCLE General Credit Program Minutes: 60 General Luncheon addresses, business meetings, receptions are not to be included in the computation of credit. This form denotes full attendance. If you arrive late or leave prior to the program ending time, it is your responsibility to adjust CLE hours accordingly.
• The recent enactment of the Tax Cut and Jobs Act has dramatically changed the tax landscape for all taxpayers, but the legislation has a particularly significant impact on choice of entity consideration. While the typical non-tax considerations continue to play an important role, the tax changes may cause some taxpayers to re-evaluate their previous choice of entity decisions.
• While the new rules certainly create many opportunities for tax savings, careful planning is necessary to ensure that pass-through entities and their owners take maximum advantage of these new opportunities.
• Given the speed with which the legislation was passed, there are many unanswered questions as to how the new rules will apply.
• This presentation will assist practitioners in understanding how to best navigate some of these new rules, as well as an in-depth analysis of the impact of the new rules on the “choice-of-entity” decision.
• Generally, the ordinary income, gain, deduction, and loss of a qualified trade or business
– What is a “qualified trade or business”? • Generally, any business other than a specified service business or the trade or business of performing
services as an employee
• Specified service business - a trade or business involving the performance of services in the fields of health, law, accounting, actuarial science, performing arts, consulting, athletics, financial services, brokerage services, or where the principal asset of the business is the reputation or skill of one or more of its employees, or which involves the performance of services that consist of investing and investment management, trading or dealing in securities, partnership interests or commodities.
• Excluded items: the taxpayer’s wages (or reasonable compensation), guaranteed payments, and investment-type income (capital gains, interest, dividends)
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Pass-Through Deduction - Qualified Business Income