S7EP30 - S Corp vs. C Corp ESOPs: Which Structure is Right for You?

How does that work, and what factors go into that decision?</p><p><!--block-->What do you think about that, Makenzie?</p><p><!--block--><b>S Corp ESOP or C Corp ESOP</b></p><p><!--block--><b>Makenzie Wirth</b> 2:14</p><p><!--block-->I like it. I do think these technical topics are more fun for me, so I would agree with that.</p><p><!--block-->I also think that even if we've had previous episodes where we've touched on similar topics, the conversation never goes exactly the same way. You can always explore different paths or different rabbit holes, so to speak. One episode on a topic may not look the same as another, and you may hear different perspectives each time.</p><p><!--block-->I'm excited for this one because I'm the CPA, but I'm putting Jason in the hot seat today.</p><p><!--block--><b>Jason Miller</b> 2:49</p><p><!--block-->These are often the most fun episodes for me because I get to sit around and answer questions.</p><p><!--block-->So let's get at it.

What do you have for me?</p><p><!--block--><b>Makenzie Wirth</b> 2:59</p><p><!--block-->All right.</p><p><!--block-->I'll technically be playing the role of the business owner or the client who has these questions when this topic comes up.</p><p><!--block-->We may have a client who is already an S Corp or already a C Corp, and they don't even realize that this is a decision that may need to be made—or could be made—to switch to a C Corp or switch to an S Corp for purposes of the transaction.</p><p><!--block-->Before we get into the ESOP implications, could you give our listeners a quick refresher on the high-level differences between an S Corp and a C Corp?</p><p><!--block--><b>Quick Refresher on Corporate Taxes</b></p><p><!--block--><b>Jason Miller </b>3:44</p><p><!--block-->Sure. The IRS is lovely. I’ll say that on camera.

Alright.</p><p><!--block-->Every corporation files an 1120, and that is the corporate return. A corporation can elect an S-Election that creates, instead of the corporation itself being a taxable entity, a pass-through to the owners. That is the difference between a corporation, what we call a C Corp, and an S Corp.</p><p><!--block-->With an S-Election, the tax treatment or tax liability falls to the shareholders and is not taxed at the company level.

I think most folks will go and research the advantages and disadvantages of a C Corp versus an S Corp, and inevitably the first thing that comes up is double taxation.</p><p><!--block-->That sounds awful. What that means is that the profits at the company level, or the net income at the company level in a C Corp, are taxed. A corporation has its own tax rates, depending on size.

Then, if the owners take dividends, those owners are taxed on their personal income tax return, their 1040, at their own tax rates on the dividends they receive from the profits of their company.</p><p><!--block-->So, is it double taxed? That is the way it is described. Two sets of taxes are being paid. Nobody likes paying taxes when they don’t have to.

I think that is a common theme in what we go through.</p><p><!--block-->With an S Corp or an S-Election, what happens is the IRS looks at the corporation and says, “You have taken this election. We are not going to tax the company, but all of the net income and all of the tax liability falls on the individual shareholders of that company at their own personal tax rates.”</p><p><!--block-->Those rates are typically higher than the corporate tax rates, but are they higher than both levels of tax combined? It depends. That is my favorite answer.</p><p><!--block--><b>Makenzie Wirth </b>3:44</p><p><!--block-->It always depends.</p><p><!--block--><b>Jason Miller</b></p><p><!--block-->That’s right.</p><p><!--block--><b>Makenzie Wirth</b></p><p><!--block-->Great overview.

I think one of the stereotypes of ESOPs that we often hear is, “Oh, tax-free, tax-free.” One of the important distinctions is that it depends on whether you are an S Corp or a C Corp, and the tax implications depend on that structure.</p><p><!--block-->I may already be answering the question I was about to ask you, but why does this become such a critical decision in an ESOP transaction? Does one structure automatically produce a better outcome?</p><p><!--block--><b>Why ESOP Outcomes Depend on Structure</b></p><p><!--block--><b>Jason Miller </b>6:35</p><p><!--block-->Does one structure automatically produce a better outcome?

I can answer that one really easily with a short answer: no, one does not automatically produce a better outcome.</p><p><!--block-->Everyone who is listening and considering an ESOP transaction has their own reasons, objectives, and goals—personally, for the company, and for their employees. That is why you are looking at this as an option.</p><p><!--block-->Just like when you research C Corps versus S Corps, one of the first things that comes up for C Corps is double taxation. The tax freedom that Makenzie mentioned is what attracts people to ESOPs.

There are tax advantages to selling your company’s stock to an ESOP, but they are not the same.</p><p><!--block-->Only corporations—S Corps or C Corps—can become ESOPs. With that, where the tax is applied matters. Again, the IRS, being a lovely organization, is looking for ways through its taxation of ownership transactions and structures to incentivize certain behaviors. Let’s put it that way.</p><p><!--block-->Transitioning your company and its future profits into something that benefits employees through an ESOP transaction is something the IRS and Congress have supported for over 50 years. The goal is to create more opportunities for wealth generation and retirement benefits for employees in a tax-advantaged way.</p><p><!--block-->So, the question becomes: what separates C Corps and S Corps?

Why are they different, and why might one structure be better for an individual company than another?</p><p><!--block-->Which one would you like me to start with first, Makenzie?</p><p><!--block--><b>Makenzie Wirth </b>8:54</p><p><!--block-->Yeah, let’s start with S Corps. Let me know your thoughts here, but maybe it makes sense to discuss the company tax implications under an S Corp and a C Corp, and then separately discuss the seller tax implications under each structure.</p><p><!--block--><b>Jason Miller </b>9:10</p><p><!--block-->I think that would be great.</p><p><!--block-->One note I’ll make is that owners do not often think about their ownership structure as something that can change.</p><p><!--block--><b>Makenzie Wirth </b>9:19</p><p><!--block-->Mm-hmm.</p><p><!--block--><b>Jason Miller </b>9:22</p><p><!--block-->As a corporation, you probably had advice from your CPA, your lawyer, or both at some point during the existence of your company that said you should be an S Corp or that you should stay a C Corp for whatever reason.</p><p><!--block-->Those are good reasons, and you are going to have your own individual reasons.

Every company is different.</p><p><!--block-->So, the first question is: “If I’m an S Corp, how in the world can I become a C Corp?” Well, you can. We’ll talk about that.</p><p><!--block-->Sorry for deviating there, Makenzie. But now, let’s go to what you said—the company implications of C or S.</p><p><!--block--><b>Makenzie Wirth </b>10:04</p><p><!--block-->Right. We can start with whichever one you prefer.</p><p><!--block--><b>Jason Miller </b>10:08</p><p><!--block-->Great.</p><p><!--block--><b>S Corp ESOP and Tax-Exempt Ownership</b></p><p><!--block--><b>Jason Miller </b>10:09</p><p><!--block-->So let’s do S.

Let’s do S Corp because it’s more fun.</p><p><!--block-->If you sell 100% of your company to an ESOP and it is an S Corp ESOP, the trust that buys your shares is a tax-exempt entity. Let me say that again: tax-exempt entity.</p><p><!--block-->Your company stays the same. We’ll call it ABC Manufacturing Company.

Historically, ABC Manufacturing Company has passed its tax liability on to you individually—the owner, seller, shareholder, however we want to describe you today. You have paid your personal tax rates on that ownership privilege.</p><p><!--block-->Now, the ownership is passed from you to the Employee Stock Ownership Trust, which is tax-exempt. All the net income flows through the S corporation, and the tax responsibility or liability lands on the trust. Because the trust is tax-exempt, there are no federal income taxes due, and most state income taxes are also exempt. The trust is generally not responsible for state income tax liability either.</p><p><!--block-->So, zero tax. Who doesn’t like that?</p><p><!--block-->One thing I’ll add is that this is in the context of selling 100% of your stock to the ESOP trust.

We know you do not have to sell 100% of your stock.</p><p><!--block-->In a situation where a selling shareholder only wants to sell a portion—let’s call it 30%—then whatever percentage the ESOP trust owns is what is tax-exempt. So, in that case, 30% would be tax exempt.

However, the 70% owner is still responsible for that income tax.</p><p><!--block--><b>Makenzie Wirth </b>12:03</p><p><!--block-->Why’d you choose 30%, Makenzie?</p><p><!--block--><b>Jason Miller</b> 12:07</p><p><!--block-->It is typically the magic number with partial ESOPs that we see most often.</p><p><!--block-->If selling shareholders want to maintain control, they need to maintain at least 51%. So, in that case, the most the ESOP can own is 49%. However, we often see 30%.</p><p><!--block-->As I’m speaking, I think you are referring to the C Corp aspect. Do we want to switch to that?</p><p><!--block--><b>C Corp ESOP and the 1042 Exchange</b></p><p><!--block--><b>Makenzie Wirth </b>12:41</p><p><!--block-->Let’s do that.

We can always bounce back and forth when needed, and if something comes to mind, I’ll bring it up so our listeners don’t miss it.</p><p><!--block-->On the C Corp side, you might think, “I am an S Corp. What do I do?” Is my status as a pass-through entity, where the company passes the tax responsibility through to me individually, immutable?</p><p><!--block-->The answer is no. You can revoke your S Election. That means you return to being a C Corp, and the company takes back responsibility for paying taxes at the company level.</p><p><!--block-->You might ask, “Why would we ever do that?” Because then we are back to double taxation and corporate tax rates.</p><p><!--block-->The IRS and Congress also incentivize sellers in C Corp transactions, but differently. Yes, the company is responsible for paying tax at the company level at C Corp tax rates.

But you, the seller, if you sell at least 30% of the outstanding shares to the ESOP, may qualify to defer your capital gain on the sale of that stock. That is called a 1042 exchange.</p><p><!--block-->You have to sell at least 30%, which is why that number connects with what we discussed earlier.</p><p><!--block-->The tax advantage at the company level is different from the seller tax advantage. In this case, the advantage is on the personal level for you as the seller.</p><p><!--block-->The exchange is an exchange of basis in the stock of your company. This is where everything starts to come together, and you think, “Oh, okay, that’s great.

But what if I have a lot of basis?” In that case, it may not provide as much of an advantage.</p><p><!--block-->Then the questions become: What happens if we distribute that basis ahead of time? What happens if you have no basis and now have a capital gain?

How do we do that with money and loans?</p><p><!--block-->We go through all of the factors that create the structure of your particular ESOP transaction, which is why this is such a fun technical topic for Makenzie.</p><p><!--block--><b>Jason Miller </b>15:01</p><p><!--block-->How would you describe the type of owners who benefit the most from a 1042 election?</p><p><!--block--><b>Makenzie Wirth </b>15:15</p><p><!--block-->We keep alluding to this every time it comes up, so we are going to have to do a dedicated 1042 episode and go through it in detail. Listeners, we’ll do that in the next couple of weeks. We’ll put a stake in the ground—that’s what we’ll cover.</p><p><!--block-->You are exchanging your basis in your stock for what is called qualified replacement property. The IRS says, “Seller, if you do this through an ESOP, we think it is a great thing. We support employee ownership and all of the benefits that come from it, and we support your transaction.”</p><p><!--block-->If you have zero basis in your stock, then that basis does not matter.

You are taking the basis in your stock, and the IRS says you have to purchase other stocks, bonds, or financial instruments of U.S. companies in an equivalent amount.</p><p><!--block-->So, if I sell my company for $50 million, I have to buy $50 million of stocks, bonds, floating-rate notes, or some combination of those investments.</p><p><!--block-->What is happening is that I have $50 million worth of ABC Manufacturing Company stock with zero basis. I exchange that basis into $50 million of other assets, with all of the strategy we will discuss in another episode.</p><p><!--block-->Because the IRS considers this an exchange, it is not a taxable transaction at that time. Until the qualified replacement property is sold, you do not recognize the capital gain.</p><p><!--block-->If we assume capital gains are 20% at the federal level on a $50 million sale, receiving everything upfront would create a $10 million federal tax liability.

You would keep the remaining $40 million.</p><p><!--block-->By utilizing a 1042 exchange, you may be able to defer that $10 million capital gain liability potentially indefinitely.</p><p><!--block-->Then, with stocks, bonds, and floating-rate notes, your heirs may receive a step-up in basis upon your death. Because it is an exchange of basis, if you have zero basis, the basis becomes the value at the time of your death. That can eliminate the capital gain if there was no sale of the qualified replacement property.</p><p><!--block-->For you, your heirs, your estate planning, and generally trying to maximize the advantages the IRS has provided related to an ESOP transaction, that is how the mechanics broadly work.</p><p><!--block-->Now, who is this best for? If I owned ABC Manufacturing Company and I was 45 years old, I probably do not want to die anytime soon.

But if I cannot sell the qualified replacement property without triggering the gain, and I may have to hold that structure for another 45 years, that matters.</p><p><!--block-->Age should be a consideration, but it is not the only consideration.</p><p><!--block-->One thing we often discuss with clients is the complexity of the qualified replacement property acquisition strategy. Every individual is different, and that complexity may be something they do not want to carry into their later years on their personal balance sheet.</p><p><!--block-->High-tax states such as California, Illinois, and New York have their own double-digit capital gains rates on top of the federal rate.

Because those states often follow the federal deferral treatment, it can become much more attractive to do the math and determine whether it makes sense to allow the company to be taxed while the sellers receive the benefit of the sale structure.</p><p><!--block--><b>Jason Miller </b>19:37</p><p><!--block-->Our listeners can probably already tell that there are many considerations. It is not just a simple answer, and it is not the same answer for every company or every selling shareholder.</p><p><!--block-->Under a C Corp, it is obvious that the company is still paying taxes, and the seller could have significant tax advantages in that scenario.</p><p><!--block-->In an S Corp, the company has the tax advantage. However, that does not necessarily mean the seller has the same tax advantages as they would in a C Corp scenario.</p><p><!--block-->The benefit of the company not paying taxes can still influence or impact the seller in a positive way.</p><p><!--block-->So, let’s touch on that. How does that play out?</p><p><!--block--><b>S Corp Sales Installments and Sting Tax</b></p><p><!--block--><b>Makenzie Wirth </b>20:39</p><p><!--block-->Now we need to wipe the slate clean because the transaction looks different for a C Corp than it does for an S Corp.</p><p><!--block-->Let’s imagine a 100% sale to an S Corp ESOP, so the IRS no longer receives income tax from the entity.

But you, as an individual, do not have the same ability to defer your capital gain as cleanly as you do with a 1042 exchange.</p><p><!--block-->I’m going to say “not yet,” and we’ll get back to that in a moment because we mentioned positive legislation earlier in the episode.</p><p><!--block-->If you are selling to an S Corp ESOP or remain an S Corp, the IRS does allow you to wait to pay what you owe on your capital gain.</p><p><!--block-->So, ABC Manufacturing Company sells for $50 million. You are entitled to consideration in that same amount—$50 million—that gets negotiated through the process. However, you are unlikely to receive all $50 million upfront.</p><p><!--block-->I can pretty confidently say that it is less likely for you to receive everything upfront than it is for you to carry back some paper as a seller note.</p><p><!--block-->Some owners consider using seller notes. Others consider utilizing bank financing or private credit funds to help bridge the gap through mezzanine financing.

There are ways to create more liquidity at closing.</p><p><!--block-->The way the IRS looks at it is this: Seller, when you receive principal on your $50 million of consideration—however you receive it and whenever you receive it—you owe your capital gains tax.</p><p><!--block-->However, if you take back paper as a seller under what is called 453A, which is the installment sale method, the IRS allows you to avoid paying tax on the principal you have not received yet. When you receive that principal, that is when you pay the tax.</p><p><!--block-->If it is over a certain threshold, the IRS will charge you for the privilege of making them wait to receive the capital gain they are owed. This is commonly referred to as the 453A “sting tax.”</p><p><!--block-->There are certain exemptions, thresholds, and other factors that come into play, which we work through with clients. But essentially, you are making the IRS wait for something it is expecting to receive. That is unproductive capital.</p><p><!--block-->Retiring that debt quickly is the most common application of that additional cash flow in the early years.</p><p><!--block-->You have extra money sitting around, but now you have a lot of debt, so you pay it down. It is better for you as a selling shareholder, it is better for the company, and it is better for the employees because, in those early years, the repurchase obligation is typically next to zero in most transactions.</p><p><!--block-->The power of that free cash flow is really to get out from underneath the debt created in the transaction.</p><p><!--block-->Then later, as I have mentioned before, that tax freedom helps the company honor the promise of the ESOP to employees in their retirement.</p><p><!--block--><b>Jason Miller</b> 25:22</p><p><!--block-->Having that additional cash flow can allow you to essentially repay the seller faster.</p><p><!--block-->One thing I’ll add is that when a transaction is seller-financed, or even if it is split and a portion is seller-financed, we typically see no penalties for prepayment. So, if there is excess cash available, you can pay off the seller faster, even faster than the agreed-upon terms of the note.</p><p><!--block-->Potentially, in a C Corp, the seller may not get repaid as quickly because the company is still paying income tax.</p><p><!--block-->Again, there are many considerations, and it is not easy to discuss this conceptually.

It is a decision that has to be made by looking at the actual math and the numbers behind it.</p><p><!--block--><b>Makenzie Wirth </b>26:17</p><p><!--block-->When we talk about taxation, you have experience with what your tax liability is today. That is what you are bringing into the conversation when you hear us discuss double taxation or the S Corp versus C Corp differences.</p><p><!--block-->The particular benefit unique to ESOPs is that because it is a stock plan, there is another tax advantage, whether you are a C Corp or an S Corp, related to the payment on the inside note.</p><p><!--block-->Your contribution into the ESOP that releases the shares is tax deductible. It is mostly non-cash, and in the early years it is entirely non-cash.

Your company still has access to the money because it is a round trip, but it is tax deductible.</p><p><!--block-->That means you have a lower tax liability at both the C Corp and S Corp levels because of the ESOP benefit.</p><p><!--block-->Additionally, your interest on the notes is likely tax deductible.</p><p><!--block-->So, if you are thinking, “We make $5 million of net income every year. Why would I want to pay 26.5% or 21.5% at the C Corp level if I don’t have to?” the answer is that the calculation is not simply based on that same $5 million.</p><p><!--block-->It depends on what the ESOP contribution is, what the incremental debt amount is, and how the interest expense reduces taxable income, even though it is an actual cash outflow.</p><p><!--block-->These are the details that require deeper analysis because the situation is not the same as it is today. It changes because of the ESOP-specific components of the transaction.</p><p><!--block--><b>Growth Capital Needs and Key Warnings</b></p><p><!--block--><b>Jason Miller</b> 28:17</p><p><!--block-->There are a few strategic considerations I’d like to touch on. We have mentioned a few already.</p><p><!--block-->For example, age can play a part in the decision you are making. The amount of your current basis can play a part in where your decision lands. The intended percentage that you are selling to the ESOP also matters.</p><p><!--block-->You, as the seller, may know that you want to sell 100% no matter what, or you may know that you want to maintain control.

If that is a concrete decision, it impacts the options available to you regarding S Corp or C Corp status.</p><p><!--block-->One other strategic consideration I’d like to hear your thoughts on is how future growth, acquisitions, or raising capital for the business impact whether an S Corp or C Corp structure makes more sense.</p><p><!--block--><b>Makenzie Wirth </b>29:22</p><p><!--block-->How much time do we have?</p><p><!--block--><b>Jason Miller </b>29:27</p><p><!--block-->We can expand this into its own episode as well. We probably should.</p><p><!--block-->Listeners, I know you have heard me say this before—or I say it so often that I think I have shared my entire life on this podcast over the last year—but I look at everything through the lens of this: it is a capital problem.

Everything is a capital problem, or it is a capital constraint.</p><p><!--block-->You are introducing new constraints with different implications.</p><p><!--block-->Are you doing a partial transaction or a full transaction? Do you need bank financing for an unproductive use of capital? Do you need to make an acquisition? Do you routinely borrow for fleet purposes or equipment? Are you buying or building new facilities?</p><p><!--block-->The arrangement of how you stack your capital, and the order over time that you need access to it, all matter.

It should be included when you evaluate whether this is the right time for an ESOP transaction.</p><p><!--block-->I would encourage you to investigate that before deciding, “We need to borrow to do this,” or “We routinely need to borrow, so we cannot do an ESOP transaction.”</p><p><!--block-->Explore it first rather than assuming that needing capital means you cannot pursue an ESOP.</p><p><!--block-->It is not as simple as asking, “What is your capex?” The real question is how you are going to achieve your growth plan.</p><p><!--block-->Does your growth plan require acquisitions? Does it require capital expenditures? What is the maintenance plan for your fleet?</p><p><!--block-->If you are projecting 15% growth, what do you need to achieve that growth?

At what point do you need more people, more facilities, more trucks, more assembly lines, or more CNC equipment?</p><p><!--block-->All of those factors need to be considered because they affect not only value, but also how you structure your debt with current lenders, seller debt, and the overall capital mix.</p><p><!--block-->It is a fun puzzle for us to help put together for each client. For me, it is probably my favorite part because of what it can mean.</p><p><!--block-->It does not need to be avoided. You just need to investigate it thoroughly because it is the lifeblood of your company, and it creates the capital constraints you are managing.</p><p><!--block-->Those constraints may be more significant—or less significant—than you initially thought. But until you evaluate them, you will not know.</p><p><!--block-->I think we have touched on common misconceptions with ESOPs related to tax implications.

Sometimes owners become too focused on one tax benefit without considering the bigger picture.</p><p><!--block-->They may not even realize there is a difference in tax implications depending on whether they are an S Corp or C Corp.</p><p><!--block-->This may not be an easy question to answer, but if you had to pick one thing, what is something you wish every owner understood before making this decision?</p><p><!--block--><b>Makenzie Wirth </b>33:19</p><p><!--block-->That is not an easy question to answer.</p><p><!--block--><b>Jason Miller </b>33:29</p><p><!--block-->Give me a minute.</p><p><!--block--><b>Makenzie Wirth </b>33:49</p><p><!--block-->The tax advantages are significant, and they are real. They are tangible, and they are powerful. But they are not the only consideration.</p><p><!--block-->We often see that they create a lot of enthusiasm, and I understand why.

I think we have said it plainly here: there is a lot of satisfaction in keeping more dollars from going to Washington, keeping those dollars in the pockets of employees, and creating more owners.</p><p><!--block-->That is exciting, and it is powerful.</p><p><!--block-->But all of the questions we discussed—especially capital planning and how you prioritize your personal goals versus the company’s needs and structure—show that this is not one-dimensional.</p><p><!--block-->It is multidimensional, and it requires deep investigation on both the personal side and the business side.</p><p><!--block-->I do not want to insult your intelligence by suggesting owners are only motivated by avoiding taxes. I know you are tired of paying taxes because we hear that often.</p><p><!--block-->But there are ways to accomplish most, if not all, of your goals. You just have to lean in and recognize that this is one facet of a complicated transaction.</p><p><!--block-->Any transaction you go through will have tax effects. These are simply unique to an ESOP.</p><p><!--block--><b>Jason Miller </b>35:45</p><p><!--block-->No, I think that was great. That was perfect. I’m glad I stumped you there for a second to think about it.</p><p><!--block-->We got him, listeners.

We got him.</p><p><!--block-->Any last thoughts on S versus C that we missed today?</p><p><!--block--><b>Makenzie Wirth </b>36:07</p><p><!--block-->One thought: most of you, when you enter feasibility, will have some ideas about what you want to see.</p><p><!--block-->You may say, “This is the transaction I think I want.” Whether it is C or S, seller financing, or bank financing, you may have a specific outcome in mind.</p><p><!--block-->Then we reach the point where we show you what it looks like as a C Corp and what it looks like as an S Corp. We walk through all the math.</p><p><!--block-->It is okay to change your mind when you see the numbers. The math may lead you in one direction or another, and it has implications.</p><p><!--block-->If you say, “We are going to do a 100% S Corp ESOP. Uncle Sam is not getting another dollar of federal income tax from this company ever again. I am going to seller finance because I am already taking the same risk—I am exchanging my equity for debt, and I believe in this company more than any other company,” that may be the right decision.</p><p><!--block-->But then you see the math, and you see that the advantage to you and the impact on the company may be less than you expected when compared to a C Corp structure.</p><p><!--block-->Then you may ask, “Why wouldn’t I do that?

Why wouldn’t I do the 1042 exchange?”</p><p><!--block-->And we say, “Well, you are going to need some bank financing for that.” Then we get into the details we will cover in our 1042 episode.</p><p><!--block-->The point is that these options influence how you think about the transaction, and all of the answers are available before you commit to a decision.</p><p><!--block-->This is one facet of a very complex transaction. The answers are available to you.</p><p><!--block-->Do not allow ideas like “think about how much money is not going to Washington” or “think about how much money you are saving” to bury the other considerations.</p><p><!--block-->Investigate them, get the answers, and make a definitive choice.</p><p><!--block--><b>Jason Miller </b>38:25</p><p><!--block-->That is great advice. Essentially, it comes down to having an open mind and being willing to hear all of your options.</p><p><!--block-->Do not get too overwhelmed when you see all the alternatives.

It is important when choosing your advisor to have someone who can walk you through all of those alternatives and options.</p><p><!--block--><b>Wrap Up and What Comes Next</b></p><p><!--block--><b>Makenzie Wirth </b>38:50</p><p><!--block-->We have covered quite a list of differences and nuances between S and C.</p><p><!--block-->As promised, in the next couple of weeks, we will dive deeper into 1042 because that would be too much to include in this episode.