CLOSELY HELD BUSINESSES

We help business owners transition their businesses. In conjunction with our Corporate and Securities and Tax practice areas, we can help you form and maintain business entities to hold operating businesses, real estate or marketable securities. Business entities can help you manage business or investment operations, reduce exposure to liabilities and retain or transition control. When working with business owners, we consider family relationships and income and transfer tax issues as well.

Our practice group works with members of the Tax and Corporate and Securities practice groups as appropriate to help clients decide which type of business entity best meets their business and tax planning needs. Our attorneys look closely at limited liability companies (LLCs), S corporations, C corporations and partnerships (limited partnerships, general partnerships and limited liability partnerships), and the situations where each might be appropriate. Our attorneys also evaluate buy-sell agreements for clients and the creation of nonvoting ownership interests to transfer ownership while retaining voting control.

TCLE

Note Modifications; Reorganizing Private Business; Trust Sale of Business Interests

Business Owner Compensation vs. Distribution; Modifying Trusts or Their Investments in Light of Proposed Income Tax Changes

Business Opportunities; TP Asserts Substance over Form; Unincorp. Entity as S Corp

Fiduciary Income Tax Refresher and Update 2021

Sales Between Trusts; Writing Off Business Interests; Partnership Audit Rule Update

Pass-Through Entities Held by Trusts; Formula Transfers in Estate Planning; Business Gifts

Overview of Loss Limitations; Family Office Partnership; Sale to Spousal Grantor Trust

Fiduciary Income Tax Refresher and Update 2020

Sale of Interest in Trust; Negative Capital Accounts; Final Regs on Transfer for Value

Code § 199A Safe Harbor for Rental Real Estate; Partnership Structural Issues; Sale of Intangible Assets

State Fiduciary Income Tax (Kaestner); S Corp. Ownership; Basis Step-Up Strategies

Final Regulations and Other Recent Guidance under Code § 199A; Life Insurance Income Tax Developments

Planning Using the Proposed Regulations under IRC §§ 199A and 643(f)

Cahill 2036, 2038, 2703; Mazzei Disregards Corporate Arrangements; Investment Partnership Traps

Partnership Audit Rules; Effects of Tax Reform; Using a Business Entity to Help Defray Fees

Fiduciary Income Tax Refresher and Update 2018

Strategic Planning for Business Entities after 2017 Tax Reform

Defined Value Clauses; S Corp. Distribution of Property; Traps Donating a Business to Charity

Leveraging to Attain Basis Step-Up; Income Tax Benefits of Losing an FLP Case

Self-Employment Tax and LLCs; New Partnership Audit Rules; Selected Issues from Heckerling

Business Planning in Light of Proposed Regulations under Code § 2704

Life Insurance to Fund Buyouts or Loss of a Key Person

Arbitration and Other Forms of ADR

Preparing for Success: How to Position your Company for a Liquidity Event

Publications

How COVID-19 presents estate planning opportunities

Business tips during the Coronavirus outbreak

The benefits of a business ‘prenup’: A litigator’s perspective

New tax law’s doubling of estate tax exemption compels a review of your estate plan

Serving as a trustee: What is the job description?

How to protect your family-owned business from your child’s spouse

Why donor advised funds are useful for year-end charitable giving

California real estate: Change the ownership, increase the tax

Key considerations for representation and warranty insurance

Proposed changes to Section 2704 could spur tax increase for owners of closely held businesses

Protecting the identity of your LLC members, LP partners in litigation, Part II: Strategies for discovery

Protecting the identity of your LLC members, LP partners in litigation, Part I: Motions to remand

Blog Posts

Life insurance death benefit may be subject to income tax

Highlights from the Simply Tax podcast: How to choose an entity for a family business

Unpacking the new qualified business income deduction for real estate rentals

Tax court finds self-employment tax for active LLC member

Using an S corporation to avoid self-employment tax

Tax court finds no self-employment tax for passive LLC member

Lawyers: Give your clients a business entity checkup

Highlights from the 2017 Heckerling Institute on Estate Planning

CPAs: Top 10 list for fiduciary income tax returns and planning

Tax basis: The key to reducing gain on sale or deducting asset purchases

Partner
New York

John draws on his more than 30 years of litigation experience to represent a wide variety of clients in federal and state trial and appellate courts.

John draws on his more than 30 years of litigation experience to represent ...

John Amato
Partner
St. Louis

Douglas ("Dugie") is a real estate and corporate practitioner and strategist who assists clients with a wide range of transactions.

Douglas ("Dugie") is a real estate and corporate practitioner and strategis...

Douglas Baron
Senior Counsel
Washington, D.C.

Henry's tax practice work emphasizes partnerships, limited liability companies and nonprofit organizations.

Henry's tax practice work emphasizes partnerships, limited liability c...

Henry Bettendorf
Partner
Chicago

Scott's practice focuses in the areas of family wealth preservation, federal transfer taxation and family business planning.

Scott's practice focuses in the areas of family wealth preservation, federa...

Scott Bieber
Partner
Chicago

Sarah helps individuals, families, and closely held businesses owners identify their goals with regards to safeguarding and transferring their assets and then develops an...

Sarah helps individuals, families, and closely held businesses owners ident...

Sarah Chang
Partner
St. Louis

Tom's practice focuses on the areas of estate planning and administration, federal estate and gift tax compliance and controversy, organizational, tax and succession plan...

Tom's practice focuses on the areas of estate planning and administration, ...

Tom Corbett
Partner
St. Louis

For 35 years, Steve has focused his practice on succession planning for family businesses, including the areas of estate planning, taxation, estate and trust administrati...

For 35 years, Steve has focused his practice on succession planning for fam...

Steve Cupples
Partner
Chicago

Georgia serves as an estate planning advisor and personal general counsel to closely-held businesses, business leaders and other individuals.

Georgia serves as an estate planning advisor and personal general counsel t...

Georgia Loukas Demeros
Partner
St. Louis

Jackie's practice is focused on representation of individuals and families in the areas of estate planning and charitable giving and representation of nonprofit organizat...

Jackie's practice is focused on representation of individuals and families ...

Jackie Dimmitt
Partner
St. Louis

Laura's practice is focused on all aspects of estate planning, including the preparation of estate planning documents, probate and tax law, tax planning and business succ...

Laura's practice is focused on all aspects of estate planning, including th...

Laura Duncan
Partner
St. Louis

Jim serves as a key advisor to regional medical groups on the full spectrum of business and regulatory issues they encounter while providing medical services.

Jim serves as a key advisor to regional medical groups on the full spectrum...

Jim Fogle
Partner
Chicago

Jay serves as a critical business partner and advisor for a variety of companies, from startups to multi-level international organizations.

Jay serves as a critical business partner and advisor for a variety of comp...

A. Jay Goldstein
Partner
St. Louis

Steve is a practitioner in the areas of estate planning and the structuring of privately held businesses.

Steve is a practitioner in the areas of estate planning and the structuring...

Steve Gorin
Partner
Chicago

Matt draws on his wide-ranging corporate law background to guide entrepreneurs toward growth and success at each stage of their business.

Matt draws on his wide-ranging corporate law background to guide entreprene...

Matt Hafter
Partner
Los Angeles

Jon represents mid-sized, closely held businesses and their owners in a variety of industries, including manufacturing, distribution, retail sales and professional servic...

Jon represents mid-sized, closely held businesses and their owners in a var...

Jon Karp
Partner
St. Louis

Larry practices in the Firm's private client services area and is a frequent speaker around the country to professional groups.

Larry practices in the Firm's private client services area and is a frequen...

Larry Katzenstein
Partner
Chicago

David is Co-Chair of the Firm's Corporate and Securities Practice Group.

David is Co-Chair of the Firm's Corporate and Securities Practice Group.

David Kaufman
Partner
New York

Steve represents financial institutions, businesses and constituencies in federal and state courts throughout the United States in a wide variety of major commercial disp...

Steve represents financial institutions, businesses and constituencies in f...

Steven Mandelsberg
Partner
Chicago

Ed counsels individuals and businesses on a broad spectrum of estate, trust, business, and tax planning matters.

Ed counsels individuals and businesses on a broad spectrum of estate, trust...

Ed McGillen
Associate
Chicago

Rob counsels individuals, families and businesses on how best to sustain and transfer their wealth through personal estate planning, business succession and entity struct...

Rob counsels individuals, families and businesses on how best to sustain an...

Rob Morse
Partner
New York

Zachary delivers practical, tactical, and experienced advice to corporate, lending, and fiduciary clients with respect to all phases of litigation, alternate dispute reso...

Zachary delivers practical, tactical, and experienced advice to corporate, ...

Zachary Newman
Partner
St. Louis

Lacey has extensive experience in all aspects of estate planning, estate and trust administration and charitable giving.

Lacey has extensive experience in all aspects of estate planning, estate an...

Lacey Searfoss