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Saving Tax Benefits From Estate Tax Audits: S Corporation and Partnership Sales


Cost Free
Presentation Length 1.5 hours

Recorded DateDecember 18, 2023
CPE:Not available
(archived webinars do not offer CPE credits)
Subject AreaTaxes
Course LevelAdvanced
Course Description

This course discusses how to preserve income tax benefits from estate tax audits and selected issues relating to S corporation sales and partnership redemptions.

The discussion around preserving income tax benefits from estate tax audits begins with coordinating estate tax and income tax statute of limitations and will include a recent case in which the taxpayer failed to take the steps necessary to preserve rights to income tax benefits and therefore lost them.

The discussion around the sale of S corporations begins with a brief overview of recent IRS relief from various mistakes to avoid needing a private letter ruling before a sale. Next, we will review tools to avoid a gain on the sale of a business and coordinate this with the buyer’s desire to get a basic step-up in the business’ assets. We briefly compare state income issues on the sale of business interests with the sale of business assets and will discuss recent cases. Next, we review the deferred sales trust and the relatively recent chief counsel advice regarding that tool.

Finally, we discuss partnership redemptions. We will review the flexibility afforded them and compare them with installment sales. This webinar will conclude with a surprising case where exiting partnerships had to recognize ordinary income when they exited wrongfully and took clients with them.

Learning Objectives:

  • Evaluate how to preserve income tax benefits in anticipation of estate tax audit

  • Recognize how to fix S corporation mistakes

  • Identify installment sale advantages and disadvantages, including deferred sales trusts

  • Compare installment sales to partnership redemptions

  • Recognize why a recent case triggered ordinary income when departing partners took clients and how to avoid that result

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Thompson coburn llp

Steve has drafted trusts and a full range of estate planning documents for clients to help grow, preserve, and transmit their family wealth. He has also prepared organizational documents for limited liability companies, corporations, and partnerships to implement their owners' wishes regarding current and future control and transmission, including bringing in new owners and facilitating exit strategies. 

Steve enjoys helping clients structure their affairs to achieve their personal, business, and financial goals while reducing the drag that taxes imposed on them. His firm provides full service to businesses; however, he also acts as counsel on specialized matters while cooperating and facilitating the continued involvement of an existing legal, accounting, and financial services team. Steve maintains his CPA license but prefers to refer income tax returns to practicing CPAs.

Steve Gorin is the former president and an ongoing contributor to Covenant Place’s strategic initiatives. It is a senior affordable housing community with a groundbreaking model for integrated residents with the surrounding community and facilitating holistic services to enrich their lives. 


To know more about Steve Gorin, kindly click on the link below:


For various free resources Steve offers, see


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About Our Presenter

Thompson coburn llp

For approximately 90 years, Thompson Coburn LLP has provided the quality legal services and counsel our clients demand to achieve their most critical business goals. Whether helping with a tax, estate planning, real estate or employment issue, navigating a complex acquisition or defending a product or service in litigation, we have the knowledge and resources to meet any legal need.

With over 380 attorneys, we have experience in more than 50 areas of the law. Supported by our firm's state-of-the-art technology, lawyers in our Chicago, Dallas, New York, Los Angeles, Southern Illinois, St. Louis and Washington, D.C. offices enjoy a nationwide practice.