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.