Advanced Subchapter S Conference [Day 2]

Larry J. Brant, Esq.
Stephen R. Looney, Esq.
Mitchell A. Newmark, Esq.
Eugene J. Gibilaro, Esq.
Drew Hermiller, Esq.
Chip Gray, Esq.
Terence Floyd Cuff, Esq.
Richard H. Greenberg, Esq., CPA
Stephen M. Breitstone, Esq.
Jerome M. Hesch, Esq.
Michael Sardar, Esq.
Larry J. Brant, Esq. | Foster Garvey PC
Stephen R. Looney, Esq. | Dean Mead
Mitchell A. Newmark, Esq. | Blank Rome
Eugene J. Gibilaro, Esq. | Blank Rome
Drew Hermiller, Esq. | Nelson Mullins Riley & Scarborough
Chip Gray, Esq. | Nelson Mullins Riley & Scarborough
Terence Floyd Cuff, Esq. | Loeb & Loeb
Richard H. Greenberg, Esq., CPA | Greenberg & Shulman
Stephen M. Breitstone, Esq. | Meltzer, Lippe, Goldstein & Breitstone
Jerome M. Hesch, Esq. | Meltzer, Lippe, Goldstein & Breitstone
Michael Sardar, Esq. | Kostelanetz & Fink

Live Video-Broadcast: July 21 - 22, 2022

Advanced Subchapter S Conference [Day 2]
This program is only available to All-Access Pass Members.
All-Access Pass

Free access to all CLE programs w/active subscription. Annual subscription only $395/yr.

12 hour CLE

MCLE Credit Information:

Select Your State Below to View CLE Credit Information

Can't Decide Which CLE Program?

Access All
Federal Bar Association Programs
Co-Sponsored by myLawCLE
Only $395yr

Annual Subscription includes access to:
  • 500+ Live CLE Webinars
  • National Hot Legal Topics
  • New Laws and Regulations
  • State Specific Programs
  • All Formats: Live, Replay, & On-Demand
Subscribe Today
Training 5 or more people?

Sign-up for a law firm subscription plan and each attorney in the firm receives free access to all CLE Programs

Program Summary

The Advanced Subchapter S Conference provides sophisticated knowledge of the “hot button” issues and intricacies of Subchapter S.

This course is co-sponsored with myLawCLE.

Key topics to be discussed:

  • Distribution and redemption rules applicable to S corporations
  • Subchapter S eligibility and election requirements
  • Section 199A and its application to S corporations
  • Using trusts and S corporations shareholders
  • State income taxation of S corporations
  • Tax planning in light of new and recent tax developments

Date / Time: July 21 - 22, 2022

  • 8:45 am – 4:30 pm Eastern
  • 7:45 am – 3:30 pm Central
  • 6:45 am – 2:30 pm Mountain
  • 5:45 am – 1:30 pm Pacific


Closed-captioning available


Larry-J.-Brant,-Esq_Foster-Garvey-PC_FedBarLarry J. Brant, Esq. | Foster Garvey PC

Larry is client centric. He is driven to provide clients with timely, practical and effective guidance on tax and business legal matters. Larry is Chair of the Foster Garvey Tax & Benefits practice group. His practice focuses on assisting public and private companies, partnerships, and high-net-worth individuals with tax planning and advice, tax controversy, and business transactions. He regularly advises clients in entity selection and formation, structuring mergers and acquisitions, joint ventures and other business transactions. Larry represents a number of professional services clients in accounting, law, healthcare, behavioral health, dentistry, engineering and architecture.

Additionally, he represents a large array of clients straddling several industries, including logistics, manufacturing, high tech, recycling, construction, real estate and maritime. Larry is a past Chair of the Oregon State Bar Taxation Section. He was the long term Chair of the Oregon Tax Institute and is currently a member of the Board of Directors of the Portland Tax Forum. Larry is an Expert Contributor to Thomson Reuters Checkpoint Catalyst. He is a Fellow in the American College of Tax Counsel. Larry publishes articles on numerous income tax issues, including Taxation of S Corporations, Reasonable Compensation, Circular 230, Worker Classification, § 1031 Exchanges, Choice of Entity, Entity Tax Classification, and State and Local Taxation.

In addition, he regularly speaks at national, regional and local tax institutes, including the NYU Tax Institute, the Florida Tax Institute, the NYU Tax Conferences in July, the Portland Tax Forum, the OSCPA Annual State and Local Tax Conference, the OSCPA Annual Real Estate Conference, the OSCPA Annual Forest Products Conference, the IRS Tax Practitioners Forum, the Northwest Federal Tax Conference and the Oregon Tax Institute. Larry was the 2015 Recipient of the Oregon State Bar Tax Section Award of Merit, recognizing him for professionalism, reputation, leadership, and service to the tax community and the community at large.

He is the Editor and an author for Larry’s Tax Law, a blog dedicated to providing technical support to tax and accounting professionals.


Stephen-R.-Looney,-Esq_Dean-Mead_FedBarStephen R. Looney, Esq. | Dean Mead

Steve Looney is the Chair of the firm’s Corporate and Tax Department. He represents clients in a variety of business and tax matters including entity formation (S and C corporations, partnerships, and LLCs), acquisitions, dispositions, redemptions, liquidations, reorganizations, tax-free exchanges of real estate and tax controversies. His clients include closely held businesses, with an emphasis on medical and other professional practices. He is a former Chair of the S Corporations Committee of the American Bar Association’s Tax Section. He is Board Certified in Tax Law by The Florida Bar, as well as being a Certified Public Accountant (CPA). Most recently, Best Lawyers in America has named Mr. Looney as the 2020 Orlando Lawyer of the Year in Tax Law.


Mitchell-A.-Newmark,-Esq_Blank-Rome_FedBarMitchell A. Newmark, Esq. | Blank Rome

Mitchell defends audits and litigates U.S. state and local tax matters before judicial courts and administrative tribunals around the country. He has secured favorable outcomes on cutting edge, precedential tax matters with successful arguments before state high courts, intermediate appellate courts, and trial courts on behalf of clients across a wide range of industries.

He advises clients on all state and local income, gross-receipts, franchise, sales, use, excise, and miscellaneous taxes as well as myriad fees and unclaimed property obligations. He counsels clients on state and local aspects of sophisticated planning and transactional matters, such as acquisitions; dispositions; restructurings; and asset-based financing transactions, including inventory and off-take financing agreements. He has also successfully counseled individuals and estates regarding residency, domicile, and multistate taxability in audits and appeals.

Mitchell was named a Law360 Tax MVP in 2019. He routinely publishes articles on U.S. state and local taxation, which have appeared in leading industry publications such as Tax Executive, The Professional Journal of the Tax Executives Institute; Deal Lawyers; Law360 Tax; the New Jersey Bar Association Taxation Law Section Newsletter; the blog; State Tax Notes; COST State Tax Report; Association of Corporate Counsel; and Tax Management’s Multistate Tax Report.

He also frequently delivers lectures on state and local tax issues and has spoken before numerous organizations, including the NYU Institute on State and Local Taxation; Georgetown University Law Center’s Advanced State and Local Tax Institute; New York University’s School of Professional Studies Tax Conferences in July; Vanderbilt University Law School’s Paul J. Hartman State and Local Tax Forum; The  Executives Institute; The Council on State Taxation; The Energy Tax Association; STARTUP; North Eastern States Tax Officials Association; New Jersey CPA Society; New Jersey Bar Association; New Jersey Society of Enrolled Agents; and the Chicago Tax Club.

Prior to joining Blank Rome, Mitchell was a partner at a leading Am Law 100 firm and spent six years as a deputy attorney general at the New Jersey Attorney General’s Office, where he represented the Division of Taxation, among other agencies and bodies, in court. He also counseled the Division of Taxation and other agencies on regulatory matters. From 1996–1997, he served as a law clerk for the Honorable Irwin I. Kimmelman, New Jersey Superior Court, Appellate Division.


Eugene-J.-Gibilaro,-Esq_Blank-Rome_FedBarEugene J. Gibilaro, Esq. | Blank Rome

Eugene Gibilaro focuses his practice on tax controversy and transactions primarily in the areas of state and local income and franchise tax, sales and use tax, and unclaimed property. He defends audits and litigates U.S. state and local tax matters before judicial courts and administrative tribunals around the country.

He has published articles on state and local tax topics for TEI Magazine, State Tax Notes, Law360, and the Journal of State Taxation. He also frequently delivers lectures on state and local tax issues and has spoken at the Annual Ohio Business Tax Conference and before numerous organizations, including New York University’s School of Professional Studies Tax Conferences in July; the Council on State Taxation; and the New Jersey Society of Enrolled Agents.

Prior to joining Blank Rome, Eugene was an attorney at a leading Am Law 100 firm focusing on tax controversy and also worked at one of the big four accounting firms, where he advised private equity and corporate clients on state and local income, sales and use, property and employment tax, and unclaimed property aspects of mergers and acquisitions in a variety of industries.

During law school, he served as a senior editor of the New York Law School Law Review and as a judicial extern for the Honorable Chief Judge Arthur Gonzalez of the U.S. Bankruptcy Court of the Southern District of New York.


Drew-Hermiller,-Esq_Nelson-Mullins-Riley-&-Scarborough_FedBarDrew Hermiller, Esq. | Nelson Mullins Riley & Scarborough

Drew practices with the tax and benefits group and has experience counseling clients on complex domestic and cross border transactional tax matters, including all manner of taxable and tax–free mergers and acquisitions, partnership taxation, REIT taxation, debt and equity financing, audit defense, and tax reporting. Additionally, he counsels clients on the structuring mechanics and statutory.


Chip-Gray,-Esq_Nelson-Mullins-Riley-&-Scarborough_FedBarChip Gray, Esq. | Nelson Mullins Riley & Scarborough

Focus his practice on mergers and acquisitions and corporate and pass through tax matters.



Terence-Floyd-Cuff,-Esq_Loeb-&-Loeb_FedBarTerence Floyd Cuff, Esq. | Loeb & Loeb

Terry Cuff has more than 44 years of experience in the areas of partnership taxation, real estate taxation, and taxation of real estate investment trusts. Terry is also the author of a treatise on tax problems related to drafting partnership agreements, partnership tax, and related issues, Drafting and Understanding Partnership and LLC Allocation and Distribution Provisions, 2022 ed. (Thomson Reuters). Additionally, Terry is experienced in utilizing Excel to solve advanced tax and finance problems.


Richard-H.-Greenberg,-Esq.,-CPA_Greenberg-&-Shulman_FedBarRichard H. Greenberg, Esq. | Greenberg & Shulman

Admitted to practice:

• New York, 1978
• Georgia, 1978
• U.S. District Court, Southern and Eastern Districts of New York, 1978
• New Jersey and U.S. District Court, District of New Jersey, 1979
• U.S. Tax Court, 1980
• U.S. Court of Appeals, Third Circuit, 1981
• U.S. Court of Appeals, Second Circuit, 1982
• U.S. Supreme Court, 1983

Awards and honors

AV® Preeminent™ Peer Review Rated by Martindale-Hubbell®
• Included in the Bar Register of Preeminent Lawyers
• Included in the list of “Super Lawyers” by New Jersey Magazine
• Included in the list of “Best Lawyers” by New York Magazine
• Recipient of the coveted Alfred C. Clapp Award of the New Jersey Institute for Continuing Legal Education for his outstanding contributions and his ongoing commitment to the advancement of continuing legal education.


• New York University, LL.M., 1982
• St. John’s University, J.D., with honors, 1977
• Case Western Reserve University, B.B.A., Accounting, cum laude, 1970

Areas of Practice

Estate planning
Estate administration
Corporate law

Professional Memberships

• New Jersey State Bar Association _
• Tax Section
• Middlesex County Bar Association
o Committee on Taxation, 1989–present
o Vice Chairman, 1996–present
• Essex County Bar Association
o Chair, Tax Committee, 1988, 1990, 1993
o Estate Planning Committee, 1997–present
• Central Jersey Tax and Estate Planning Council, 1996–present
• Tri-County Estate Planning Council
o President, 2000
o Vice President, 1998
o Member, 1987–present
• New York State Bar Association


• Certified Public Accountant, State of New York, 1972


• Born in New York, New York


Stephen-M.-Breitstone,-Esq_Meltzer,-Lippe,-Goldstein-&-Breitstone_FedBarStephen M. Breitstone, Esq. | Meltzer, Lippe, Goldstein & Breitstone

Stephen M. Breitstone is Chair of the firm’s Private Wealth and Taxation Practice Group. His approach combines business planning and income, estate and gift tax planning with a special emphasis on real estate. His clients include domestic and international real estate owners and developers, closely held businesses, public companies, private equity funds, trusts and estates, and charitable organizations. His combination of skills as a transactional and income tax attorney and as an estate planner enables him to effectively advise clients on their individual needs and those of their businesses.

He frequently serves as general counsel and financial and business advisor to several of his clients and has been an expert witness in litigation over Section 1031 exchange transactions. He has been an adjunct professor, teaching Tax and Business Planning for Real Estate Transactions and Taxation of Partnerships at Cardozo Law School and is a Fellow of both the American College of Trusts and Estates Council (“ACTEC”) and the American College of Tax Council (“ACTC”). He is currently a co-chair of ABA’s Sales, Exchange and Basis Committee (“SEB”) and a Fellow of the American Bar Foundation.

He has presented papers at the NYU Institute on Federal Taxation, Practicing Law Institute, Notre Dame Tax and Estate Planning Institute, Bloomberg BNA Tax Management, National Multi-Housing Conference, Jeremiah Long Section 1031 Conference, Federation of (1031) Exchange Accommodators, etc.

His style of practice is personal, not institutional; and his clients’ goals and objectives are his priority. He has been interviewed on tax and financial topics by local and national media, including CBS, ABC, Fox, Fox Business News, The New York Times, the Wall Street Journal, and Bloomberg, among others. Stephen also is a Member of the Member of the National Dance Institute Board and co-chair of its Finance Committee.


Jerome-M.-Hesch,-Esq_Meltzer,-Lippe,-Goldstein-&-Breitstone_FedBarJerome M. Hesch, Esq. | Meltzer, Lippe, Goldstein & Breitstone

Jerome M. Hesch is Counsel to the firm’s Business & Real Estate Taxation, Trusts & Estates, Tax Exempt Organizations and Private Wealth & Taxation Practice Groups. Prior to joining the firm, Jerry served as an income tax and estate planning consultant for lawyers and other tax planning professionals throughout the country. Jerry was a consultant for Meltzer, Lippe, Goldstein & Breitstone, LLP, Dorot & Bensimon PL, Jeffrey M. Verdon Law Group and Oshins & Associates LLC.

Jerry is the Director of the Notre Dame Tax and Estate Planning Institute, scheduled this year for November 10-11, 2022, and is on the Tax Management Advisory Board. Additionally, Jerry is a Fellow of the American College of Trusts and Estates Council and the American College of Tax Council. He is also a member of the NAEPC Estate Planning Hall of Fame. He has published numerous articles, Tax Management Portfolios, and co-authored a law school casebook on federal income taxation, now in its fourth edition.

Jerry presented papers for the University of Miami Heckerling Institute on Estate Planning, the University of Southern California Tax Institute, the Southern Federal Tax Conference and the New York University Institute on Federal Taxation, among others. He has participated in several bar association projects, including the Drafting Committee for the Revised Uniform Partnership Act.

He was with the Office of Chief Counsel, Internal Revenue Service (1970-1975) and was a full-time law professor at the University of Miami School of Law and the Albany Law School of Union University for twenty years. He continues to teach courses as an adjunct law professor and has taught courses for Vanderbilt University Law School, University of Miami School of Law Graduate Program in Estate Planning, University of Buffalo School of Law, Florida International School of Law, On-Line LL.M. Programs for University of San Francisco Law School and Boston University School of Law. In addition, he was the Director of the Graduate Program in Estate Planning at the University of Miami from 1982-1992.


Michael-Sardar,-Esq_Kostelanetz-&-Fink_FedBarMichael Sardar, Esq. | Kostelanetz & Fink

Michael Sardar has extensive experience on a wide range of tax controversy and white collar criminal defense matters. Mr. Sardar represents clients in all stages of civil and criminal tax controversies before the Internal Revenue Service (IRS), state tax authorities, the Department of Justice, and local prosecutors.

Mr. Sardar also represents and advises taxpayers facing audits and investigations of noncompliance with IRS foreign bank and asset reporting requirements, utilizing his skill, creative thinking, and deep knowledge of the law in this area. In addition, Mr. Sardar has a great deal of experience representing corporate and individual taxpayers making voluntary disclosures of unreported income to the IRS and state tax authorities. He has also represented scores of clients with unreported foreign assets, enabling the repatriation of over half a billion dollars of offshore assets through the IRS Offshore Voluntary Disclosure Program, the Streamlined Compliance Procedures, and the IRS’ current Voluntary Disclosure Practice.

Mr. Sardar represents clients in criminal tax investigations, including those involving allegations of willful nondisclosure of foreign bank accounts and under-reporting of income. He also represents clients in various white collar criminal matters, such as customs fraud and bank fraud, and he advises clients in connection with internal investigations regarding corporate and entity noncompliance. Mr. Sardar represents taxpayers in New York State and City residency audits and investigations, including those involving the sourcing of income for multi-state taxpayers, and he has represented clients in connection with tax investigations conducted by the New York State Attorney General’s Office. Mr. Sardar has also advised many nonprofit organizations on federal and state tax issues including general tax exemption and Unrelated Business Income Tax (UBIT).

Mr. Sardar joined Kostelanetz & Fink in 2009, and was named partner in January 2019. Prior to joining Kostelanetz & Fink, Mr. Sardar was an attorney with Heller Ehrman LLP, where his practice was focused on transactional tax matters.

Mr. Sardar is Co-Chair of the Federal Bar Association (FBA) Section on Taxation, New York Chapter. He also serves as Co-Chair of the Subcommittee on Offshore Enforcement of the ABA Committee on Civil and Criminal Tax Penalties. He is a former Vice-Chair of the New York County Lawyers’ Association (NYCLA) Taxation Committee. Mr. Sardar lectures and writes frequently on tax controversy topics, including foreign asset reporting and non-compliance.

Mr. Sardar graduated summa cum laude from Baruch College in 2004 with a bachelor’s degree in Business Administration, and received his law degree from Cornell University Law School in 2007.


DAY 1: THURSDAY, JULY 21, 2022

Entity Classification – The Check-The-Box Regulations Revisited – Larry J. Brant, Esq. | 8:45am – 10:15am

This session explores entity classification under the check-the-box regulations, including developments in the law, limitations under the regulations, flexibility and planning opportunities created by the regulations, traps that exist for the unwary, and practical guidance for tax advisers.

Break | 10:15am – 10:30am

Shareholders Agreements Involving S Corporations – Stephen R. Looney, Esq. | 10:30am – 12:00pm

Lunch Break | 12:00pm – 1:15pm

State And Local Income Taxation of Pass Thru Entities – Mitchell A. Newmark, Esq., Eugene J. Gibilaro, Esq. | 1:15pm – 2:45pm

Break | 2:45pm – 3:00pm

Structuring Mergers, Acquisitions, Private Equity Recaps, And Despac Transactions – Drew Hermiller, Esq., Chip Gray, Esq. | 3:00pm – 4:30pm


DAY 2: FRIDAY, JULY 22, 2022

Tax Free Exchanges and Alternatives – Terence Floyd Cuff, Esq. | 8:45am – 10:15am

Break | 10:15am – 10:30am

Biden’s Build Back America Tax Proposals – Richard H. Greenberg, Esq., CPA | 10:30am – 12:00pm

Lunch Break | 2:00pm – 1:15pm

Evaluating The Alternatives for Passing On The Business To Key Employees – Stephen M. Breitstone, Esq., Jerome M. Hesch, Esq. | 1:15pm – 3:00pm

The speakers describe the available alternatives used to give key employees an ownership interest in the business. For each alternative they cover the income tax treatment, the business reasons why one alternative is better suited than another, the financial factors to consider for each alternative and the estate planning benefits for each alternative. The objective is to demonstrate how the income tax, the business objectives and the financial concerns all need to be evaluated in order to decide upon the alternative best suited for a particular business. They also describe how children who will not be involved in a business owned and managed by key employees can still have a financial interest in the operating business.

Break | 3:00pm – 3:15pm

A Primer on International Information Returns: Basic Filing Obligations, Penalties, And Pathways To Compliance For The Non-Compliant Taxpayer – Michael Sardar, Esq. | 3:15pm – 4:30pm