Structuring Waterfall Provisions in LLC and Partnership Agreements
Navigating Complex Distribution Structures, Minimizing Negative Tax Consequences
Recording of a 90-minute premium CLE/CPE video webinar with Q&A
This CLE/CPE course will guide corporate and tax counsel on the various methods of structuring waterfall distribution provisions in LLC and partnership agreements. The panel will examine a variety of economic and tax considerations such as timing and types of distributions (including tax distributions), approaches to drafting priority returns (internal rate of return vs. preferred return), carried interest/promote calculations, capital shifts, relationships between distribution and allocation provisions, and the interaction of IRS partnership audit rules and distribution waterfalls.
Outline
- Waterfall provisions, generally
- Determining/drafting waterfall provisions
- Understanding the economic arrangement of parties
- Tailoring accounting and tax provisions
- Implications of IRS partnership audit rules
Benefits
The panel will review these and other key issues:
- What are the different types of waterfall provisions, and when should each be used?
- What are the key considerations and best practices for counsel drafting and negotiating waterfall provisions in LLC or partnership agreements?
- What are pitfalls to avoid when tailoring partnership allocation provisions to waterfall provisions?
- What are the implications of IRS partnership audit rules for tiered waterfall distributions?
Faculty
Jared Greathouse
Partner
Amini & Conant
Mr. Greathouse focuses on corporate law, civil litigation, estate planning, and probate. He assists businesses, both... | Read More
Mr. Greathouse focuses on corporate law, civil litigation, estate planning, and probate. He assists businesses, both for-profit and not-for-profit, with issues including structure, governance, financing, board management, benefits and employment, intellectual property, specialty tax incentives, representation before administrative bodies including the IRS and related civil litigation at the State and Federal level. Mr. Greathouse also counsels clients on planning and protecting their legacy through estate planning.
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Ryan M. Newburn
Attorney
Newburn Law
As a Big Law trained corporate lawyer, Mr. Newburn as a long track record of transforming ideas and concepts into legal... | Read More
As a Big Law trained corporate lawyer, Mr. Newburn as a long track record of transforming ideas and concepts into legal entities, forming and guiding entities, including partnerships, limited liability companies, non-profit corporations, S-corporations, and C-corporations.
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