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Sam is trying to decide whether he should operate his business as a C cor- poration or as an S corporation. Due to potential environmental hazard problems, it is imperative that the business have limited liability. Sam is leaning toward the S corpora- tion form because it avoids double taxation. However, he is concerned that he may en- counter difficulty several years in the future when he may want to issue some preferred stock to his son as a way of motivating him to remain active in the business. Sue, Sam’s friend, says that he can maintain maximum flexibility by operating as a C corporation. According to her, Sam can avoid double taxation by paying himself a salary equal to the before-tax earnings. As Sam’s tax adviser, what is your advice to him?

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