The tax treatment of an S corporation as a pass-through entity, with respect to which items of income, gain, loss, and deduction do not generally result in a corporate tax obligation, but, instead, are passed through to shareholders, may become burdensome to those shareholders.  A shareholder may not be receiving distributions sufficient to pay taxes attributable to inclusion of the shareholder's share of these items in taxable income; the corporation and its other shareholders may be excluding that shareholder from involvement in the business of the corporation; the shareholder may have reason to believe that corporate profits are being distributed in a manner not proportionate to stock ownership, such that the shareholder is taxed on profits the shareholder did not receive; or information regarding the shareholder's share of tax items, required to be set forth on the shareholder's Schedule K-1, may not be made available to the shareholder.