In discussing the proposed incorporation with you, Frank specifically asks about the amount of any gain he must recognize, both upon the incorporation itself, and upon the subsequent stock sale. Naturally, he is eager to minimize gain to the extent possible. Frank also wants to structure the transaction in such a way as to secure the best tax outcome for Tom Wheeler, as Frank is very eager to have him as a business associate. In addition to addressing these specific concerns, identify any potential tax problems or planning ideas suggested by the above facts. Discuss choice of entity in particular. Be as specific as possible in describing the issues involved, and provide suggestions and/or alternatives you might recommend to minimize risks and maximize opportunities.