Tax Planning

Generally, I am extremely secure in my geekliness.  Like….whatever you think you got in terms of dorkdom…bring it….because I am a gluten-allergic accountant who has almost finished my journey through the biographies of the US presidents.  So bring it.  

But every once in a while, i realize that I still have a lot of work to do before I am as uncool as I think I am.  You see….today….I joined a call on corporate tax planning with a tax lawyer and a tax accountant.  

And now I know how you people feel when i talk about Excel.

First of all, are these people really able to slip in and out of social settings undetected???  

 “Phil” and “Sergei” were from different firms who have been brought in to assist with some tax restructuring for the company I work for.  While they had never met before the call, I would have sworn they were fraternity brothers if i thought any fraternity in the country would have had either one of them.  They were probably brought together by the shared bond of an exorbitantly high hourly billing rate. 

Phil:  Well of course, my client wants to preserve their section 542 status above all else

Sergei:  Oh yeah, of course.  We would never risk your 542 deductions.  We just think we can insert a blocker co, push down some debt and access the interest deductions without disturbing your 1202 status. [is it just me or does that sound like the heist plan to the worst Ocean’s 11 movie ever??]

To which I then HAD to ask….in my very best CFO voice….”so what is a section 542 qualification?”  I think I squeaked when I said it. 

Ever been on a call when you could HEAR an eye roll?  

Now, I have been mansplained p-lenty of times before.  But this is probably the first time I’ve ever been obscurasplained - where someone somehow patronized me about something no one even cares about.    

Phil:  it just means the parent company won’t have to pay taxes on the gains on the sale.  Like ever.  That’s right, they may never have to pay taxes again.  That’s section 542.  So…kind of a big deal.  

To which all I can say is….go out and find you someone who feels about you the way Phil here feels about section 542.  Yeesh.

Now that they had effectively shut me the fuck up, they went full secret decoder ring. 

Sergei:  We can probably do some DRE work here, maybe roll-up the c-corps, convert to LLCs, maintain their NOLs and even capitalize on the TCJA changes.

Phil: True, true.  Just be careful you don’t run into a Kimbrall Diamond.

Now hold on a second.  “run into a Kimbrall Diamond”????  You guys are just making shit up now.  Like you might inadvertently turn the corner and BAM – slap heads with a Kimbrall Diamond.  And you’re just Kimbrall-Diamond screwed.  If your mother wasn’t such a dolt, Kimbrall Diamond is the one she would have warned you about.  

But I didn’t ask.  

I’m sorry, but I bet I just spent $3,000 in professional fees on that call and for all I know, I just got punk’d.  But I guess as long as I avoid the Kimbrall Diamond, it was worth it.