S Corp Redemptions: Characterization, Tax Consequences Post-Tax Reform, Application of Sections 302 and 301
Sale or Exchange vs. Distribution, Evaluating Conversion to a C Corp, Available Tax Planning Techniques
Recording of a 90-minute premium CLE/CPE webinar with Q&A
This CLE/CPE course will provide tax counsel and advisers with a specific and practical guide to navigating the tax rules that apply to the redemption of S corporation interests. The panel will discuss characterization as a sale or exchange versus distribution, tax consequences associated with such transactions under the new tax law, application of Sections 302 and 301, and available planning techniques to structure transactions and avoid unintended tax liability.
Outline
- S corporation redemptions and the impact of tax reform
- Stock redemptions under Section 302: Application, tax consequences, exceptions
- Section 301 and tax consequences of failing to qualify under Section 302
- Best practices and tax planning techniques in structuring a redemption
- Converting to a C corporation: Key considerations, potential tax traps
Benefits
The panel will review these and other key issues:
- Structuring S corporation redemptions post-tax reform
- Under what circumstances would redemption be disadvantageous to the S corporation or shareholders?
- Application of Section 302 and meeting the requirements of a sale or exchange and exceptions
- The application of constructive ownership under Sec. 318 about Sec. 302
- Tax consequences of distribution under Section 301
- Best practices and planning opportunities in structuring redemptions
Faculty

John P. Barrie
Partner
Bryan Cave Leighton Paisner
Mr. Barrie specializes in federal and state tax controversy and transactional matters, and he has spoken on state... | Read More
Mr. Barrie specializes in federal and state tax controversy and transactional matters, and he has spoken on state tax issues with overseas income to the ABA Tax Section. He is a current or past chairman of numerous IRS, ABA and state tax-related committees and an adjunct professor of graduate tax for the Georgetown University Law Center.
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David M. Czarnecki
Member
Morse Barnes-Brown & Pendleton
With over 15 years of extensive transactional experience, Mr. Czarnecki is exceptionally proficient in guiding clients... | Read More
With over 15 years of extensive transactional experience, Mr. Czarnecki is exceptionally proficient in guiding clients through a wide range of transactions, including mergers and acquisitions, private equity transactions, venture capital financings, joint ventures, and entity formations.
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