Techniques and Traps for Merging Unincorporated Entities CLE

Techniques and Traps for Merging Unincorporated Entities

March 2013

Techniques and Traps for Merging Unincorporated Entities

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Teleseminars are midday continuing legal education conferences broadcast over the telephone. From the convenience of your office or home, you are able to dial into an 800 number, and hear nationally recognized practice leaders speak on important issues in the law. You are also able to ask them your questions. Teleseminars marry the best of technology and education to bring the world of CLE to your office or home.

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Program Description:

Many businesses are operated as partnerships or as LLCs. Familiar techniques for combining the assets and ownership of incorporated entities - C and S Corps - fail or produce unintended consequences when used to transfer the assets of, or ownership interests in, far more flexible partnerships and LLCs. Due diligence and successor liability issues are of particular urgent concern as the successor entity often carries on the business of one or both of the combined entities. This program will cover the organizational law and tax aspects of transferring and combining assets and the ownership structure of unincorporated entities, including structures to minimize adverse tax consequences and limit successor liability.

Due diligence - items to look for and spotting red flags
Liability issues - common law successor liability traps and unknown liabilities
Transfer techniques - special considerations depending on asset class
Tax and financial issues - entity- and individual-level considerations on asset transfers and entity terminations
Drafting - key components and traps in drafting the underlying documents

Faculty:

Alson R. Martin is a partner in the Overland Park, Kansas office of Lathrop and Gage, LLP, where he has a national practice focusing on business law, taxation, health care, and retirement plans. He is a Fellow of the American College of Tax Counsel and the American College of Employee Benefits Counsel. Mr. Martin is the author of "Limited Liability Companies and Partnerships" and the co-author of "Kansas Corporation Law & Practice (Including Tax Aspects)." He is the president and a director of the Small Business Council of America. Mr. Martin received his B.A., with highest distinction, from the University of Kansas, and his J.D. and LL.M. from New York University School of Law.

Allen Sparkman is a partner in the Denver and Houston offices of Sparkman Foote, LLP. He has practiced law for over thirty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving. He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics. He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business. He has also served as president of the Rocky Mountain Estate Planning Council. Mr. Sparkman received his A.B. with honors from Princeton University and his J.D. with high honors from the University of Texas School of Law.