Sophisticated Choice of Entity, Part 1



  • Available Until 2/2/2026
  • Next Class Time 12:00 PM CT
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 02012024
  • MCLE Credits 1 hour(s)

Course Price: $89.00


Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses. 


Day 1:

  • Impact of industry norms, investor expectations, and regulatory requirements
  • Management and information rights, and the ability to restrict
  • Fiduciary duties/liability of owners and managers, and the ability to modify these duties
  • Economic rights – choosing among capital rights, income rights, tracking rights


Day 2:

  • Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members
  • Planning for distributions of property
  • Owner and employee fringe benefit considerations
  • Impact of recent tax law changes, employment taxes, and SALT considerations



Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.

Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. Mr. Davidson received his B.A., summa cum laude, from the University of Maryland, his J.D. from the University of Maryland School of Law, and his LL.M. from New York University.