Lazy Days, Inc. owns 3 hotels: One located in Portsmouth, New Hampshire, one located in the Rockies, and the third located in Miami. The corporation is a very successful "C" corporation owned by 3 brothers who are equal shareholders, Jim, Jack, and Jason. They get along fairly well, but over the years, they each have developed different life styles. Jim enjoys summers in the New Hampshire seacoast region, but likes to travel during the winter months. Jack enjoys western skiing; and Jason has found Florida to his liking. Given the difference in their life styles, and their chronic absenteeism, it has become difficult to manage the corporation with any efficiency. There has been a great deal of interest by a potential buyer of the business, but they each enjoy their limited involvement with the business to the extent that it involves the properties consistent with their particular preferences, but none of them enjoy the business in its entirety. They have sought your advice and counsel as to a sale of the business (either a stock sale or asset sale) or some sort of reorganization which might address each of their preferences and allow them to keep the business in the business in the family but continuing it with some sort of reduced involvement for each of them.   Please discuss these issues, and suggest a proposal. 

They are also troubled by the corporation's state tax liability in each of the 3 states in which the properties are located, and would like you to comment on the jurisdictional  issue associated with  New Hampshire, Colorado, and Florida potential tax assessments.