Any exceptions to the deductibility of preopening expenses?

[taxcpa61]

If someone obtains a franchise by paying a large franchise fee, say $100K and later finds out that it's not what was advertised, then bails on the business before the doors are open, can the taxpayer deduct the amount or any legal fees associated with misrepresentation of the franchise?

What about someone that pays office/store rent, pays for the buildout, then the city or state issues additional cost prohibited requirements and the taxpayer shuts down the business before the doors are open?  Are there any exceptions to the general rule that business investigation and start-up costs are not deductible if the taxpayer is not already established in a similar business or does not enter the new business?

[IntuitJim]

Careful planning would probably include issuing Sec 1244 small business stock, which could subsequently qualify for an ordinary loss of up to $100K. Then you could close the corp to realize the loss- potentially as ordinary.

https://www.law.cornell.edu/uscode/text/26/1244 

Otherwise startup costs are limited to $5,000 under Sec. 195. The $5,000 deduction is reduced dollar for dollar (but not below zero) by the cumulative amount of startup costs exceeding $50,000. The remaining startup costs can be deducted ratably over a 15-year period once the active trade or business begins.