A variant of the IRC §351 exchange involves a partial sale and partial exchange of shares of target companies by the participants in the rollover. This variant allows participants in the rollover to recover their stock base of the target company against cash payment, which will not be the case in the direct exchange IRC § 351 described above (IRC § 351 requires that the profit made be recognized to the extent of the start-up). Another variant of the IRC § 351 exchange, which is particularly useful if the target company is an S company, is that the target company deposits assets for shares and cash of the holding company. Working capital will almost always represent a minority stake in the post-closing business. All of the usual concerns expressed about holding a minority stake apply, although turnover participants may have more leverage than most minority investors due to their important role in achieving a successful future exit for the financial owner. It can be difficult to negotiate adequate protection for minority owners for rotation participants if their primary objective is to overweigh the closing consideration. Buyers of financial services often expect some of the target capital owners to receive a portion of their sale consideration in the form of equity (equity received or retained by some of the owners of the target company in a sale transaction is often referred to as “working capital”). .