Total Credits: 1 including 1 CLE
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 asset 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, limited partnerships, partnerships, and even S corporations are governed by a nonintuitive jumble of rules that treat the transaction one way for business law purposes and quite another for 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 provides you with a practical guide to planning both the business law and tax law aspects of merging pass-through entities.
Schedule:
• Structural alternatives for combining LLCs and partnerships
• 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 corporation stock are 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 law practice of law, 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.
