CLOSELY HELD BUSINESSES
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CONTACT
- Georgia Loukas Demeros
- 312 580 2303 312 580 2303 direct | Email
- Jackie Dimmitt
- 314 552 6588 314 552 6588 direct | Email
- Laura Duncan
- 314 552 6312 314 552 6312 direct | Email
- Ed McGillen
- 312 580 2231 312 580 2231 direct | Email
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We help business owners transition their businesses. In conjunction with our Corporate and Securities and Tax practice areas, we can help you form and maintain business entities to hold operating businesses, real estate or marketable securities. Business entities can help you manage business or investment operations, reduce exposure to liabilities and retain or transition control. When working with business owners, we consider family relationships and income and transfer tax issues as well.
Our practice group works with members of the Tax and Corporate and Securities practice groups as appropriate to help clients decide which type of business entity best meets their business and tax planning needs. Our attorneys look closely at limited liability companies (LLCs), S corporations, C corporations and partnerships (limited partnerships, general partnerships and limited liability partnerships), and the situations where each might be appropriate. Our attorneys also evaluate buy-sell agreements for clients and the creation of nonvoting ownership interests to transfer ownership while retaining voting control.
TCLE
Connelly; Profits Interest; Basis Shifting; Non-Compete
Trust Modification; Buy-Sell Agreements; Financing
Fiduciary Income Tax Refresher and Update 2024
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
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 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
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
State Fiduciary Income Tax (Kaestner); S Corp. Ownership; Basis Step-Up Strategies
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
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
Arbitration and Other Forms of ADR
Preparing for Success: How to Position your Company for a Liquidity Event
Publications
SEC urges SPACs to include disclosures of conflicts of interest
How COVID-19 presents estate planning opportunities
Business tips during the Coronavirus outbreak
The benefits of a business ‘prenup’: A litigator’s perspective
New tax law’s doubling of estate tax exemption compels a review of your estate plan
Serving as a trustee: What is the job description?
How to protect your family-owned business from your child’s spouse
Why donor advised funds are useful for year-end charitable giving
California real estate: Change the ownership, increase the tax
Key considerations for representation and warranty insurance
Proposed changes to Section 2704 could spur tax increase for owners of closely held businesses
Protecting the identity of your LLC members, LP partners in litigation, Part I: Motions to remand
Blog Posts
Life insurance death benefit may be subject to income tax
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
Tax court finds self-employment tax for active LLC member
Using an S corporation to avoid self-employment tax
Tax court finds no self-employment tax for passive LLC member
Lawyers: Give your clients a business entity checkup
Highlights from the 2017 Heckerling Institute on Estate Planning
CPAs: Top 10 list for fiduciary income tax returns and planning
Tax basis: The key to reducing gain on sale or deducting asset purchases
News
Industry Coverage: David Kaufman Discusses Shein IPO
Thompson Coburn attorneys included in Chambers’ 2019 High Net Worth guide
Thompson Coburn attorneys receive high marks in Chambers’ 2018 High Net Worth guide
Larry Katzenstein, Tom Corbett retain high rankings in Chambers’ High Net Worth guide
Tom Corbett, Larry Katzenstein featured in Chambers’ inaugural High Net Worth guide
Jon Karp talks succession planning, partnership agreements on Law Firm Excellence Podcast
Congratulations to the new Thompson Coburn partners for 2016
Thompson Coburn co-sponsors 2015 NAWBO THRIVE Conference
Georgia Demeros named a ‘Five Star Professional’ for estate planning
Webinar: ‘Preparing for Success - How to Position Your Company for a Liquidity Event’
Read Tom Minogue’s remarks from the Top 150 Privately Held Companies Dinner
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Partner
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New York
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John draws on his more than 30 years of litigation experience to represent a wide variety of clients in federal and state trial and appellate courts. John draws on his more than 30 years of litigation experience to represent ... |
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Partner
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St. Louis
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Douglas ("Dugie") is a real estate and corporate practitioner and strategist who assists clients with a wide range of transactions. Douglas ("Dugie") is a real estate and corporate practitioner and strategis... |
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Senior Counsel
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Washington, D.C.
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Henry's tax practice work emphasizes partnerships, limited liability companies and nonprofit organizations. Henry's tax practice work emphasizes partnerships, limited liability c... |
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Partner
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Chicago
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Sarah helps individuals, families, and closely held businesses owners identify their goals with regards to safeguarding and transferring their assets and then develops an... Sarah helps individuals, families, and closely held businesses owners ident... |
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Partner
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St. Louis
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Tom's practice focuses on the areas of estate planning and administration, federal estate and gift tax compliance and controversy, organizational, tax and succession plan... Tom's practice focuses on the areas of estate planning and administration, ... |
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Partner
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St. Louis
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For 35 years, Steve has focused his practice on succession planning for family businesses, including the areas of estate planning, taxation, estate and trust administrati... For 35 years, Steve has focused his practice on succession planning for fam... |
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Partner
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Chicago
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Georgia serves as an estate planning advisor and personal general counsel to closely-held businesses, business leaders and other individuals. Georgia serves as an estate planning advisor and personal general counsel t... |
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Partner
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St. Louis
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Jackie's practice is focused on representation of individuals and families in the areas of estate planning and charitable giving and representation of nonprofit organizat... Jackie's practice is focused on representation of individuals and families ... |
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Partner
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St. Louis
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Laura's practice is focused on all aspects of estate planning, including the preparation of estate planning documents, probate and tax law, tax planning and business succ... Laura's practice is focused on all aspects of estate planning, including th... |
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Senior Counsel
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St. Louis
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Jim serves as a key advisor to regional medical groups on the full spectrum of business and regulatory issues they encounter while providing medical services. Jim serves as a key advisor to regional medical groups on the full spectrum... |
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Partner
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St. Louis
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Steve is a nationally recognized practitioner in the areas of estate planning and the structuring of privately held businesses. Steve is a nationally recognized practitioner in the areas of estate planni... |
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Partner
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Chicago
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Matt draws on his wide-ranging corporate law background to guide entrepreneurs toward growth and success at each stage of their business. Matt draws on his wide-ranging corporate law background to guide entreprene... |
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Partner
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Los Angeles
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Jon represents mid-sized, closely held businesses and their owners in a variety of industries, including manufacturing, distribution, retail sales and professional servic... Jon represents mid-sized, closely held businesses and their owners in a var... |
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Partner
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St. Louis
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Larry serves clients in the firm's Private Client Services practice. Larry serves clients in the firm's Private Client Services practice. |
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Partner
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Chicago
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David is Co-Chair of the Firm's national Corporate and Securities Practice Group. David is Co-Chair of the Firm's national Corporate and Securities Practice ... |
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Counsel
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St. Louis
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Omar drafts, reviews and updates complex trusts and estate plans and handles sophisticated tax matters for individuals and businesses. Omar drafts, reviews and updates complex trusts and estate plans and handle... |
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Partner
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New York
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Steve represents financial institutions, businesses and constituencies in major commercial disputes, with a particular focus in lender liability cases, fraud-based invest... Steve represents financial institutions, businesses and constituencies in m... |
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Partner
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Chicago
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Ed counsels individuals and businesses on a broad spectrum of estate, trust, business, and tax planning matters. Ed counsels individuals and businesses on a broad spectrum of estate, trust... |
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Partner
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New York
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Consistently recognized for his dynamic, passionate, and resolute approach, Zachary delivers practical, tactical, and experienced advice to a diverse clientele that inclu... Consistently recognized for his dynamic, passionate, and resolute approach,... |
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Partner
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St. Louis
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Lacey has extensive experience in all aspects of estate planning, estate and trust administration and charitable giving. Lacey has extensive experience in all aspects of estate planning, estate an... |
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