S Corps and LLC Mergers, Part 1 and Part 2
May 2013
S Corps & LLC Mergers, Part 1 and Part 2
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Program Description:
Merging or otherwise combining S Corps and LLCs is unlike merging or combining C Corps. S Corps are brittle organization. If you fail to respect their many statutory restrictions, substantially adverse tax consequences follow. LLC are eminently flexible but that flexibility comes with substantial tax and business law complexity. The familiar patterns of merging C Corps are not easily translated to S Corps and LLCs. In addition to business and tax law variations, there are special considerations in due diligence, the application of state and local sales taxes to asset transfers, and the impact of the combination on carefully planned incentive compensation plans. This program will provide you with a practical guide to planning and drafting the operative agreements for merging or otherwise combining S Corps and LLCs.
Day 1: May 29, 2013:
- Structuring mergers involving S Corps and/or LLCs and partnerships
- Business law and tax differences between mergers involving pass-through entities differ and those involving C Corps
- Practical tradeoffs of asset versus equity combinations
- 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 2: May 30, 2013:
- Structures for merging or otherwise combining LLCs and partnerships
- Special due diligence considerations of merging pass-through entities
- Framework of special tax issues for mergers involving LLCs and partnerships, including entity- and member-level treatment
- State and local sales tax issues on transfer of assets in the merger
- Incentive compensation issues
- Common pitfalls and drafting tips
Faculty:
Ziemowit T. Smulkowski is a partner in the Chicago office of Paul Hastings, LLP, where his concentrates his practice in federal income tax issues related to all aspects corporate and business transactions, including mergers and acquisitions, venture capital funds, real estate investments, and management compensation. He represents clients in the acquisition and disposition of closely held businesses, debt and equity investments in real estate joint ventures, commercial loan transactions, employee buyouts of businesses and more. He also represents clients in tax controversy matters. Mr. Smulkowski received his B.A. from Loyola University in Chicago and his J.D. from Northwestern University School of Law.
Registration Fees
| Non Member | $129.00 |
| CBA | $109.00 |
- General Credits: 2.00
- Ethics Credits: 0.00
- EDI Credits:
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