Redemptions and partial liquidations, including but not limited to:

  • Advising on 318 constructive ownership of stock and concerns of such ownership under ordinary income treatment under 301, as compared to exchange treatement under 302;
  • Testing and drafting redemptions for:
    • Substantially disproportionate redemptions;
    • Complete termination of a shareholder’s interests; and
    • Redemptions not essentially equivalent to a dividend;
  • Testing and drafting partial liquidations of corporations for 302 exchange treatment;
  • Drafting redemptions, buy-sell agreements and shareholders’ agreements to qualify for exchange treatment when redemption occurs over many years;
  • Advising on distributions of property and cash in redemptions and partial liquidations, and effect on earnings and profits, 311 gain at the corporate level and ordinary income treatment under 301 versus exchange treatment under 302; and
  • Assisting with redemptions to pay death taxes.