I have been working as an employee in the fashion business for a
particular company for over 3 years and am currently commanding $135K
annually. I have been in the fashion biz for over 12 years. My current
"boss" has just offered me a 5% partnership in the total company,
issued as phantom stock. I am planning to propose to my boss in the
next two weeks a consulting agreement which would allow me significant
tax breaks, write-offs and financial freedom. I have already formed a
C-corp in the state of Nevada and am wondering if it is possible to
have a consulting agreement where I am also a shareholder/parner?
Additionally, as a 5% partner, does that mean I receive an annual
compensation for that 5%? Lastly, I have spoken with an attorney and
he mentioned that I should have an S-corp as opposed to c-corp? He
also mentioned that I won't receive any significant tax break by
forming a corporation as opposed to W-2? In conclusion, this attorney
was firmly recommending that I remain an employee as opposed to
independent contractor. Just lookin for some honest answers. Thanks.

I am not familiar with the various corporate structures in the USA so
will not attempt to answer your question in detail, but i see no
reason you cannot achieve your goal. I am a consultant and often do
work for new or expanding ventures, where part of my fee is a % of the
company.  You will need to look at the tax liability of this as an
initial payment but from then on any dividends and capital gains are
treated according to your tax codes. Sometimes structuring part of
your consulting payments as preferential dividends can also have tax
benefits

I would set up your own company and consult from that, accepting their
offer of 5% as part payment for your first year fees.  The lower they
can write this down the better to reduce tax liability, however, if it
has been trading for a while, and depending upon the shareholding
agreement, they may require an independent valuation.  Any good
corporate accountant will be familiar with these devices. Good luck.