Re-Running the Entity Memo: Choice of Entity After the One Big Beautiful Bill Act

Annette Ahlers, Managing Director | Andersen

Annette Ahlers is a Managing Director in Andersen’s U.S. National Tax practice, based in Los Angeles. Her work centers on complex corporate tax issues, including the formation and liquidation of corporations, net operating losses, and corporate transaction costs, drawn from more than 30 years of experience in corporate tax and merger and acquisition transactions.

• Education & Credentials

Ahlers earned a Bachelor of Arts in Economics and History from the University of Washington, a Juris Doctor from California Western School of Law, and a Master of Laws (LL.M.) in Taxation from Georgetown University Law Center.

• Recognition & Leadership

Ahlers has held senior leadership roles in corporate tax advisory services, including serving as a partner at EY, where she led the Mid-Atlantic regional M&A services practice. She has also contributed to professional tax education as a panelist at the American Bar Association Tax Section’s 2025 Midyear Tax Meeting, presenting on ethical considerations in accounting methods. Andersen has also highlighted her experience in M&A and her role as a teacher and mentor in announcing her appointment to the firm.

• Professional Involvement

Ahlers is a member of the American Bar Association’s Tax Section, the Federal Bar Association, and the Association for Corporate Growth’s Los Angeles Chapter. She has presented at the Practicing Law Institute on tax strategies for corporate acquisitions, restructurings, and reorganizations, and participated in the ABA Tax Section’s 2025 Midyear Tax Meeting as a panelist on accounting-method ethics. Her professional involvement complements her extensive M&A leadership experience and background in corporate tax planning.

• Experience

Before joining Andersen, Ahlers served as of counsel at Troutman Pepper LLP. Previously, she was a partner at EY, where she led the Mid-Atlantic regional M&A services practice. Earlier in her career, she served as an attorney advisor in the Internal Revenue Service’s Office of Chief Counsel (Corporate).

Deanne Morton, Managing Director | Andersen

Deanne Morton is a Managing Director in Andersen’s U.S. National Tax practice in San Francisco, bringing more than 20 years of experience in federal tax controversy. She advises clients on IRS audits, appeals, and procedural matters, with experience spanning refund claims, entity classification, research and development (R&D) credits, transfer pricing, and tax penalty relief.

• Education & Credentials

Morton earned a Bachelor of Arts (BA) in Global Affairs from the University of North Carolina at Chapel Hill, a Juris Doctor (JD) from the University of North Carolina School of Law, and a Master of Laws (LLM) in Taxation from Golden Gate University School of Law. She is admitted to practice before the U.S. Tax Court and is a member of the California and Georgia State Bars.

• Recognition & Leadership

Morton was appointed to the AICPA’s Tax Practice Responsibilities Committee for the 2024–2025 service year, contributing to the committee’s work on professional ethics and tax practice standards. She also serves on the ABA Tax Section’s Administrative Practice and Standards of Practice Committees.

• Professional Involvement

Morton is a member of the American Bar Association (ABA) and the American Institute of Certified Public Accountants (AICPA). She has contributed to ABA Tax Section submissions to the IRS on alternative dispute resolution programs, amendments to Circular 230 and IRS practice rules, and electronic tax payments. She also co-authored tax commentary published in ABA Tax Times addressing regulatory, administrative, and judicial developments. In January 2026, she spoke at the ABA Tax Section’s Midyear Tax Meeting on IRS audits, enforcement challenges, and ethical considerations for practitioners.

• Experience

Morton represents clients in IRS audits and appeals, responding to information document requests, negotiating proposed adjustments and settlements, and working with outside counsel to defend tax positions. Her practice also covers penalty abatement, voluntary disclosure, collection due process, and transfer pricing matters. Earlier in her career she was a Managing Editor at LexisNexis, where she developed a research platform for tax practitioners, and worked at King & Spalding LLP and Bryan Cave Leighton Paisner LLP.

Misa Thai, Director | Andersen

Misa Thai is a tax professional and Enrolled Agent with more than 20 years of experience in tax consulting and public accounting, specializing in federal and state research and development (R&D) tax credits. She advises businesses on identifying qualifying research activities, analyzing qualified research expenses under Internal Revenue Code Sections 41 and 174, and documenting tax credit claims. Her experience spans technology, pharmaceuticals, manufacturing, engineering, and construction, as well as start-ups and emerging businesses.

• Education & Credentials

Thai earned a Bachelor of Arts in Economics from Albion College and a Master of Science in Accountancy from Golden Gate University. She is an Enrolled Agent, a credential that permits her to represent taxpayers before the IRS.

• Recognition & Leadership

Thai previously served as a Senior Manager at EY, where she led research tax credit engagements, reviewed tax provisions for public and private companies, coordinated tax compliance engagements, and mentored tax professionals. Andersen’s professional profile highlights her technical knowledge, project management skills, and practical approach to complex tax matters.

• Professional Involvement

Thai co-authored a 2020 Bloomberg Tax article examining state R&D tax credit benefits and pre-certification requirements across 10 states. She has also contributed technical articles and developed training programs on research tax credits and ASC 740 uncertain tax positions. Her more recent tax commentary addresses IRS guidance on domestic research and experimentation expenditures under Section 174, including developments following the One Big Beautiful Bill Act.

• Experience

Thai advises public, middle-market, and emerging growth companies on research tax credit opportunities across technology, pharmaceuticals, manufacturing, engineering, and construction. She supports clients through IRS examinations and information document requests, advises on audit and financial reporting matters tied to research tax credits, and helps start-up and emerging companies with research payroll tax credits. Previously, she was a Senior Manager at EY specializing in research tax credits, where she also performed tax provision reviews for public and private companies, coordinated tax compliance engagements, and mentored tax professionals.

Mohamed Karabibane, Director | Andersen

Mohamed Karabibane is a Director in Andersen’s State and Local Tax (SALT) practice in San Francisco, with experience in state and local taxation dating back to 2013. He advises businesses on income and franchise taxes, gross receipts taxes, sales and use taxes, and property taxes. His work also includes multistate tax planning, voluntary disclosures, tax credit opportunities, and mergers and acquisitions (M&A) due diligence and legal entity structuring.

• Education & Credentials

Karabibane earned a Bachelor of Science in Accounting and Finance from ESSEC Tunis in Tunisia and a Master of Science in Taxation from California State University, East Bay. His academic background combines financial and accounting principles with specialized graduate-level tax education, supporting his work in state and local taxation, multistate compliance, tax credit planning, and M&A due diligence. Andersen also lists his affiliations with the American Institute of Certified Public Accountants (AICPA) and the California Society of Certified Public Accountants (CalCPA).

• Recognition & Leadership

Karabibane plays an active role in developing Andersen’s State and Local Tax practice, particularly through recruiting and training SALT professionals and helping prepare the next generation of tax leaders. He has co-authored Andersen publications on state tax incentives and corporate tax planning, including the California Competes Tax Credit and California’s refundable credit election for businesses with substantial tax credit balances.

• Professional Involvement

Karabibane is a member of the American Institute of Certified Public Accountants (AICPA) and the California Society of Certified Public Accountants (CalCPA). He has co-authored Andersen publications addressing the California Competes Tax Credit and California’s refundable credit election for businesses with substantial tax credit balances, demonstrating his involvement in state tax incentives and corporate tax planning.

• Experience

Karabibane advises businesses ranging from startups to Fortune 500 companies across technology, financial services, manufacturing, retail, and professional services. His work includes preparing technical tax memoranda, conducting nexus studies, developing multistate taxability decision matrices, identifying planning opportunities, and securing tax refunds. He also supports M&A tax teams with due diligence and legal entity structuring and manages voluntary disclosure services across most states.

Victoria Lam, Director | Andersen

Victoria Lam is a Director in Andersen’s Commercial practice in Seattle, bringing more than 10 years of experience advising clients on federal income tax matters, complex corporate tax issues, and mergers and acquisitions (M&A). She specializes in M&A quantitative consulting, including tax attribute planning and computation, transaction cost analysis, and qualified small business stock (QSBS) tax planning. Her broader practice includes corporate tax consulting, credits and incentives, research, automation, and reporting solutions for public companies, private businesses, and start-ups.

• Education & Credentials

Lam earned a Bachelor of Science in Business Administration and Accounting and a Master of Business Taxation (MBT) from the University of Southern California. Her educational background combines accounting, business, and specialized taxation training, supporting her work in corporate tax planning, transaction analysis, and tax attribute utilization. Andersen lists her professional affiliations with the American Institute of Certified Public Accountants (AICPA), the Washington Society of Certified Public Accountants, and the CFA Society of Seattle.

• Recognition & Leadership

Lam’s area of specialization is M&A quantitative consulting, encompassing tax attribute utilization, Section 382 and net unrealized built-in gain (NBIG) analysis, transaction cost analysis, and QSBS planning. These technical areas are relevant to evaluating tax consequences in corporate transactions and planning for the use of tax attributes.

• Professional Involvement

Lam is affiliated with the American Institute of Certified Public Accountants, the Washington Society of Certified Public Accountants, and the CFA Society of Seattle. Her professional focus includes corporate tax consulting, transaction-related tax analysis, credits and incentives compliance, and reporting automation.

• Experience

Before joining Andersen, Lam worked in the accounting and finance department of a real estate company. She subsequently joined KPMG in Los Angeles, where she assisted alternative investment fund clients with federal and state tax compliance and consulting. At Andersen, she advises clients on tax attribute planning, including Section 382/NBIG analysis; transaction cost analyses; QSBS tax planning; credits and incentives compliance; and transaction-related matters such as tax due diligence, financial modeling, and post-closing integration. She also designs and implements reporting automation solutions for clients ranging from large public companies to private businesses and start-ups.

Trent Gilkey, Director | Andersen

Trent Gilkey is a Director in Andersen’s Seattle office, with more than seven years of experience in state and local taxation, primarily focusing on sales and use taxes. His practice encompasses multistate tax research, audit defense, refund claims, and consulting, as well as state income and franchise tax compliance. He helps businesses navigate complex multistate tax requirements, resolve disputes with taxing authorities, and identify opportunities to recover overpaid taxes.

• Education & Credentials

Gilkey earned a Master of Arts (M.A.) in Taxation from the University of Kansas. His postgraduate tax education complements his practical experience in multistate tax compliance, indirect tax research, audit defense, and tax refund matters.

• Recognition & Leadership

Gilkey’s responsibilities include managing complex multistate tax compliance projects and working directly with state representatives to resolve tax disputes. Andersen has also featured him among its professionals addressing developments in Washington’s tax landscape, including changes affecting retail businesses and emerging state tax requirements.

• Professional Involvement

Gilkey is a member of the Washington Society of Certified Public Accountants. He is part of an Andersen team presenting on Washington tax developments, including the expansion of retail sales taxation and proposed changes to state income and payroll taxes.

• Experience

Gilkey advises clients across retail, technology, manufacturing, pharmaceuticals, and service industries. His work includes researching multistate sales and use tax issues, preparing and reviewing tax returns and refund packages, defending clients during audits, resolving disputes with state tax authorities, and managing voluntary disclosure agreements. He also develops tax matrices addressing direct and indirect tax nexus and sourcing and has assisted with multistate compliance projects and tax refund claims. Before joining Andersen, he worked as a financial analyst at the Federal Reserve Bank of Kansas City and held tax positions at KPMG.

Haik G. Gavadian, Tax Attorney | Andersen

Haik G. Gavadian is an attorney associated with Andersen’s Los Angeles office, where his listed practice areas include taxation and business law. He was admitted to the State Bar of California on December 1, 2023, and maintains an active law license. His professional focus on taxation, together with his affiliation with the California Lawyers Association’s Taxation and Business Law sections, establishes his connection to these areas of legal practice.

• Education & Credentials

Gavadian attended Loyola Law School in Los Angeles, where he received the Loyola Scholar distinction. He is admitted to practice law in California and maintains an active license. His professional record also identifies Armenian as a language he speaks at native or bilingual proficiency, providing an additional aspect of his professional background.

• Recognition & Leadership

Gavadian received the Loyola Scholar distinction in recognition of his academic achievement.

• Professional Involvement

Gavadian is affiliated with the California Lawyers Association’s Taxation and Business Law sections. These professional affiliations connect him with communities focused on tax law, business law, and related legal developments. His practice interests include taxation and business law.

• Experience

Gavadian is associated with Andersen’s Los Angeles office, where his listed practice areas include taxation and business law. He was admitted to the California Bar in December 2023, and his professional background reflects an interest in tax-related legal matters and business law.

SESSION 1 – The Pass-Through Versus C Corporation Decision After the 2025 Tax Act | Annette Ahlers, Victoria Lam & Trent Gilkey | 2:30pm – 3:30pm

This session examines how the One Big Beautiful Bill Act (P.L. 119-21, signed July 4, 2025) permanently reshaped the pass-through versus C corporation choice-of-entity calculus. Attorneys will work through the new rate architecture — including the permanent 21% corporate rate, permanent 20% Section 199A deduction, revised SALT cap, and permanent bonus depreciation — and learn how to model entity choice across distribution, reinvestment, and exit scenarios. By the end of the session, attendees will be able to identify when C corporation or pass-through treatment produces a lower integrated tax burden and flag the conversion traps and planning errors that practitioners are making right now.

BREAK | 3:30pm – 3:40pm

SESSION 2 – Tracing QSBS Eligibility and Repairing Research-Expensing Positions After the 2025 Tax Act | Deanne Morton, Haik Gavadian, Misa Thai & Mohamed Karabibane | 3:40pm – 4:40pm

This session examines two high-stakes structural changes enacted by the One Big Beautiful Bill Act (P.L. 119-21): the expanded Section 1202 QSBS exclusion framework and the restoration of immediate domestic R&E expensing under new Section 174A. Attorneys will learn how to trace QSBS eligibility from inception through exit, identify common disqualifying errors, and navigate the new Section 174 research and experimentation expenses landscape for post-2025 tax years. Attendees will leave able to apply the tiered holding-period structure, evaluate retroactive elections for small businesses, and flag state-conformity exposure.