Ten years ago, Spencer began a new business venture with Robert. Spencer owns 70 percent of the outstanding stock, and Robert owns 30 percent. The business has had some difficult times, but current prospects are favorable.

On November 15, Robert decides to quit the venture and plans to sell all of his stock to Spencers sister, Heidi, a longtime employee of the business. Robert will sell his stock to Heidi after the company pays out the current-year shareholder distribution of about $100,000. Spencer is looking forward to working with his sister, but he now faces a terrible dilemma.

The corporation has a $300,000 deficit in accumulated E & P and only about $20,000 of current E & P to date. Within the next two months, however, Spencer expects to sign a major deal with a large client. If Spencer signs the contract before the end of the year, the corporation will have a large increase in current E & P, causing the upcoming distribution to be fully taxable to Robert as a dividend.

Since a similar contract is not expected next year, most of next years distribution will be treated as a tax-free return of capital for Heidi. Alternatively, if Spencer waits until January, both he and Robert will receive a nontaxable distribution this year. However, next years annual distribution will be fully taxable to his sister as a dividend. What should Spencer do?