LLC, Partnership, LP & Pass-Through Mergers, Part 1 and Part 2-Audio Webcast

March 2018
LLC, Partnership, LP & Pass-Through Mergers, Part 1 and Part 2
Access Timely Topics and National Experts with CBA-CLE 1-Hour Audio Webcasts  
Program Description:
As LLCs and other pass-through entities have become the default choices of entity in most business, commercial, and real estate transactions, many mergers or assets sales now involve two or more pass-through entities. The familiar principles that apply to corporate mergers or asset sales do not translate to pass-through transactions. Rather, combinations of LLCs, LPs, partnerships and even S Corps are governed by a non-intuitive mix of jumble of rules which treat the transaction one way for business law purposes and quite another or tax purposes.  Indeed, for income tax purposes, transactions following a variety of patterns are “deemed” to consist of a series of property contributions and distributions and taxed accordingly.  Planning for both aspects is a very complex challenge. This program will provide you with a practical guide to planning both the business law and tax law aspects of merging pass-through entities.  
Day 1: March 21, 2018:
- Framework of non-tax and tax law for combining pass-through entities, partnerships, LLCs, LPs, and S Corps
- How transactions are treated for state law purposes v. tax law purposes
- Tradeoffs between assets v. membership interests/S Corp stock deals
- Non-tax benefits of “entity” deals – contract assignments, licensing and registration transfers
- Successor liability issues in “asset” deals and how to mitigate risk
- Special considerations involving S Corp mergers – triggering hidden taxes, losing S Corp eligibility, structuring restrictions
- Benefits of treating stock transactions as asset sales under IRC 338(h)(10)
Day 1: March 22, 2018:
- Structural alternatives for combining LLCs and partnerships
- Framework of special tax issues for mergers involving LLCs and partnerships, including entity- and member-level treatment
- Treatment of distribution, voting and other rights when membership interests/S Corp stock is transferred
- Due diligence considerations of merging pass-through entities
- State and local sales tax issues on transfer of assets in the merger
- Incentive compensation issues
Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP, where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.  
Course materials are provided in PDF format to all audio webcast participants.
- Your computer should have a 500 MHz or higher processor and at least 128 mb of RAM
- A connection to the Internet of at least 700 kbps is highly recommended, and most people now have connections at that speed or faster. Check your speed now (or go to
- Course materials are delivered in PDF format. You will need a recent version of Adobe Reader. Free download here:
- Adobe Flash Player v. 11.X or higher (Free download here:
- Tablets and iOS devices will need a web browser and a high speed wi-fi connection.
- You will also need a sound card and speakers, and a current web browser
You will receive a confirmation and instructions to listen to the audio-webcast via email upon registration.
Each Audio Webcast has been submitted for 1 (or 2) General CLE Credit(s). Courses with an Ethics Component have been submitted for Ethics Credits accordingly.
How to Register:
There are 2 easy ways to register:
1. CALL us! (303) 860-0608, or toll free (888) 860-2531
2. Or REGISTER ONLINE NOW by using the corresponding course links above.

Each program will run from 11:00 a.m. to 12:00 p.m. M.T. (60 minutes each).
Location Information
Webcasts - live from your computer

Denver, CO
Get directions
Registration Fees
CLE ELITE Pass Holders $0.00
CBA Member $79.00
Non Member $109.00
  • General Credits: 2.00
  • Ethics Credits:
Start Date - End Date
March 21, 2018 - March 22, 2018
Start Time - End Time
11:00 AM - 12:00 PM
Event Location
Webcasts - live from your computer
PDF Brochure
Calendar Reminder


Sponsor Information

Access Timely Topics and National Experts with CBA-CLE 1-Hour Audio Webcasts