Corporate formation, including but not limited to:

  • Characterizing various items as property;
  • Transfers of accounts receivable on formation;
  • Testing for 368 control immediately after the exchange;
  • Minimizing amount of consideration considered “services” in formation;
  • Testing solely for stock;
  • Advising on boot and gain thereto;
  • Structuring around 357 gain, liabilities in excess of basis;
  • Assisting with incorporation of ongoing businesses;
  • Advising on contributions to capital;
  • Avoiding Section 351 treatment;
  • Advising on organizational and start-up expenses; and
  • Rescission doctrine.

Capital structure, including but not limited to:

  • Structuring capital between debt and equity for proper return to investors;
  • Analyzing excess debt under 385; and
  • Analyzing hybrid capital to determine if it is debt or equity for federal income tax purposes.