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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

 

Faculty:

 

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.