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Steve Gorin


St. Louis
314 552 6151 314 552 6151 direct
314 552 7151 fax

Steve is a nationally recognized practitioner in the areas of estate planning and the structuring of privately held businesses. Lawyers, accountants and business owners regularly look to Steve for fresh, highly knowledgeable insights into the best possible tax and estate planning approaches to their transactions.

Steve crafts estate plans for individuals, keeping in mind their financial security and desire to save income and estate tax. In his work for businesses, Steve helps owners plan for the eventual sale (to co-owners, employees, or third parties) or transfer (to family members), and provides a legal framework for an orderly transition while strategically saving income, transfer, and FICA taxes.

Drawing on his background as an accountant — and his still-current CPA license and Chartered Global Management Accountant credential — Steve structures businesses to achieve business objectives and save income or estate tax. He has helped fledgling businesses organize, thriving businesses restructure to save hundreds of thousands of dollars of income tax when planning a transition to the next ownership group, and mature multi-million or billion-dollar businesses plan tax-saving transfers to the next generation.

Over the course of his 30-year career, Steve has amassed a deep knowledge of nearly every aspect of tax strategy for privately held businesses and freely shares that knowledge with others in the field. His quarterly newsletter, "Business Succession Solutions" is considered essential reading for hundreds of CPAs and attorneys, who describe it as "a fantastic contribution to the field."

Steve is a highly visible member of the ABA's Real Property, Trust & Estate Law Section and the American College of Trust & Estate Counsel, which regularly directs its members to Steve's quarterly newsletter. He has represented both groups in comments to the IRS, the U.S. Treasury, and tax lawmakers.

Private Letter Rulings

Among private letter rulings Steve has obtained from the IRS' national office:

Obtained ruling regarding cleanup of qualified subchapter S trust drafted by another attorney to facilitate a sale to a strategic buyer for a couple hundred million dollars. (Steve later reviewed drafts of trust income returns prepared by the client's CPA and, in only a few hours of review and analysis, saved the trusts tens of thousands of dollars of income tax from the sale.)

Obtained Private Letter Ruling 200747002 from the Internal Revenue Service for using a limited liability company to hold life insurance used to fund a cross-purchase buy-sell agreement.

Comments to the IRS

As to how the Code Section 469 passive loss rules should apply to trusts and estates, Steve was the Task Force Chair for the American College of Trust and Estate Counsel (ACTEC) (comments submitted 9/24/2015) and a Task Force Member for the Section of Taxation of the American Bar Association (ABA) (comments submitted 1/20/2015).

In regard to Proposed Regulation Section 1.1411-7, relating to the impact of the 3.8% tax on net investment income as it applies to Qualified Subchapter S Trusts, Steve submitted comments on behalf of the ABA Real Property, Trust & Estate Law Section (2/25/2014) and the ACTEC (2/26/2014).

Testimony before the ERISA Advisory Committee of the Department of Labor

Testified on an estate planner's perspective on retirement plan beneficiary designations (8/9/2012).

ABA Advisor for the 2008 Amendments to Sections 409 and 505 of the Uniform Principal and Income Act

Worked with the Uniform Law Commission and related stakeholders in putting together (a) changes to trust rules to enable trustees to better handle a disconnect between taxable income (and a trust's related tax liabilities) and income distributable to beneficiaries (disconnect can arise when a mandatory income trust owns part of a partnership or S corporation), and (b) rules when a marital deduction trust owns an IRA or other retirement plan.

Comments to U.S. Senate Finance Committee and Internal Revenue Service on S Corporations

Submitted comments (October 2005) on behalf of a task force of the Business Planning Group of the Real Property, Probate and Trust Section of the ABA on S Corporation Family Attribution Rules. The comments to the U.S. Senate Finance Committee were reflected in the Gulf Opportunity Zone Act of 2005.

Comments to Tax Counsel of U.S. Senate Finance Committee on Code Section 6166

Chaired July 2005 task force of the Business Planning Group of the Real Property, Probate and Trust Section of the ABA on Code Section 6166, which allows estate taxes on qualified closely held business to be paid in installments. These comments were published in Vol. 41, No. 1 Spring 2006 of the Real Property, Probate and Trust Journal, pages 73-121.

Comments to IRS on Proposed Regulations Governing Allocation of Generation-Skipping Transfer Exemption for Indirect Skips

Participated in 2004 joint task force consisting of the Generation Skipping Transfers committee of the Real Property, Probate and Trust Section of the ABA and its ACTEC counterpart.

Thompson Coburn Publications

Community Property and the Corporate Transparency Act

CARES Act implications for charitable giving during COVID-19

The 2020 repeal of stretch IRAs: How will it affect estate planning?

Sweeping tax reform necessitates review and analysis of form of entity

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

The Latest Beneficiary Grantor Trust — PLR 201039010


Trust Modification; Buy-Sell Agreements; Financing

Fiduciary Income Tax Refresher and Update 2024

Corporate Transparency Act; Self-Employment Tax and Limited Partners; Discharge of Debt; and Grantor Trust Tax Reimbursement

Charitable Gifts (incl. Bargain Sales); LLC or Real Estate as Inventory; S Corp. Fid. Inc. Tax (Incl. ESBT NOLs)

Gift Tax Return Adequate Disclosure; Constructive Dividends; Transferee Liability

Liens from Deferred Estate Tax; Grantor Trusts & Basis Step-Up; Gifts of Business Interests

Fiduciary Income Tax Refresher and Update 2023

Preserving Income Tax Benefits from Estate Tax Audits; S Corporation Sales; Partnership Redemptions

Loan Guarantees; Debt in Capital Structure; Ordinary Income on Sale of Business

State Tax in Estate Planning; Employment Tax; Blockers; S Corporation Single Class of Stock

Basis Step-Up by Trust Modification; BDOT by Trust Distribution; Preferred Partnerships Preferred to Fees

Fiduciary Income Tax Refresher and Update 2022

IRS Procedural Update; Buy-Sell Development; Loan Guarantees

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

When a Gift Is Subject to Income Tax; Beneficiary Deemed-Owned Trusts; Making Large Taxable Gifts

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

Fiduciary Income Tax Refresher and Update 2019

Planning for Business Exits from C Corporations; Intrafamily Business Transactions; Other Developments

Effective Business Income Tax Rates in Light of 2017 Tax Law Changes

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

Landmark SE Tax Case; Post-Mortem Planning; Grantor Trust Reimbursement

Fiduciary Income Tax Refresher and Update

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


Life insurance death benefit may be subject to income tax

Basis step-up: Planning for married couples

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

Converting from an S corporation to a C corporation – Don’t do it the simple but wrong way

New partnership audit rules can apply to partnerships, LLCs with only a few partners, members

Developments in FICA and self-employment tax affect partners and S corporations

IRS gets upper hand in S corporation compensation audits

Tax court finds self-employment tax for active LLC member

Using an S corporation to avoid self-employment tax


A full list of Steve's publications is available at

"Trustee Material Participation in Businesses: A Surprising Way to Overcome TAM 201317010 and Avoid the NII Tax," co-authored with Richard E. Barnes,
Probate & Property March/April 2015

"A Balanced Solution: Meet Your Clients' Needs for a Comfortable Retirement Cushion Through a Sale to a Beneficiary Grantor Trust and Reduce Assets Enough to Avoid Taxes";
Trust & Estates, May 2011

Co-Author, "Exit Planning for Professionals"; with Daniel H. McCarthy and William P. Prescott,
Probate and Property, January/February 2014

"S Corporations: Tax Planning for Transitions"; co-authored with Daniel H. McCarthy and William I. Sanderson,
Probate & Property, July 2012

"Using Partnerships to Distribute Corporate Assets";
Journal of Real Estate Taxation, September 2010

"Transfer of Family Business Interests: Finding the Sweet Spot Between General Income Tax, Chapter 14, and I.R.C.409A";
Estate and Personal Financial Planning, Part I, Sept. 2006; Part II, Oct. 2006

Co-Author, "Checklists for Determining Whether a Trust is a Valid S Shareholder";
The Tax Advisor, March 2006; pp. 152-157

"The Brass Tacks of Corporate Buy-Sell Agreements"; co-authored with Denise Brunson Schuh (feature article),
Probate & Property, (Vol. 18, No. 1, January-February 2004, pp. 8


A full list of Steve's speaking engagements is available at thompsoncoburn.com/stevegorinresume.

"Income Tax Exit Strategies from Businesses" and "Use and Drafting of Buy-Sell Agreements";
ABA Real Property, Trust & Estate Law Section, Advanced Skills Training for Estate Planners, July 2013, 2014, 2015

"Tax Planning for 2014 and 2015: Ideas and Strategies to Consider Now, Including 10 Ideas in 10 Minutes";
ABA Real Property, Trust & Estate Law Section, December 2014

"Tricks and Traps for Trusts Owning Stock in S Corporations";
ABA Real Property, Trust & Real Estate Law Section eCLE, April 2014

Chair and Panelist, "The Ascendancy of Income Tax Planning,"
American College of Trust and Estate Counsel Annual Meeting

Chair and Panelist, "For Estate Planners: Business Income Tax Issues 101";
American College of Trust and Estate Counsel telephone CLE, February 2014

Panelist, "Succession Planning for Family Corporations Using ESOPs and Other Techniques to Resolve Conflicting Goals";
American College of Trust and Estate Counsel Summer Meeting, 2009

Panelist, "The Annotated ACTEC Shareholders Agreement";
American College of Trust and Estate Counsel Annual Meeting, 2007

Chair and Presenter, "Transfer of Family Business Interests: Finding the Sweet Spot Between General Income Tax, Chapter 14, and Code 409A";
American College of Trust and Estate Counsel Summer Meeting, 2006

"Planning Strategies That Reduce Both Income Taxes and Estate Taxes";
University of Miami School of Law Heckerling Institute of Estate Planning, 2015