“C” Corporation Asset Sale? Martin Ice Cream and Bross: Personal Goodwill To Reduce The “Double” Tax

Bruce Givner, Esq.February 19 - "C" Corporation Asset Sale? Martin Ice Cream and Bross: Personal Goodwill To Reduce The "Double" Tax

Bruce Givner, Esq.
Givner & Kaye, A Professional Corporation

Bruce GIvner will discuss how:

Most buyers want to buy the assets, not the stock, of a
closely held corporation. This poses an extra problem for
the owner of a “C” corporation since there is a tax both at
the corporate level on the asset sale and a tax at the
shareholder level on the liquidation of the corporation (so
that the shareholder can get the sale proceeds). In the
1998 Tax Court case of Martin Ice Cream, the shareholder
tried to defeat the “double tax” by claiming to own
a great deal of the goodwill, for which Haagen-Dazs paid
him personally. The IRS lost, opening a door to a planning
technique. People thought that this was a difficult
planning technique, which was arguably closed by Larry
E. Howard v. U.S. (D.C. Wa. 2010). However, H&M, Inc.
TC Memo 2012-290 and Bross Trucking, TC Memo 2014-
107, as bolstered by an estate tax case – Estate of Franklin
Adell, TC Memo 2014-155 – confirm that personal
goodwill can exist outside of the “C” corporation. As a
result, planners must help their clients document this
goodwill far in advance of a sale to achieve this result.

This discussion will review the problem posed by “C” corporations,
the case law and the planning that should be


Bring your questions and concerns.


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Enter your contact info to RSVP for this seminar.
Date: Thursday February 19, 2015
2:30pm - 4:00pm
The Law Offices of Givner & Kaye, APC.
12100 Wilshire Blvd., Suite 445
Los Angeles, CA 90025

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