Centralized Audit Regime Issues for Buyers and Sellers of Partnership Interests: Protecting Against Audit Risks

Structuring the Purchase or Sale of Partnership Interests Under New IRS Audit Rules

Recording of a 90-minute premium CLE/CPE webinar with Q&A

Conducted on Tuesday, October 29, 2019

Recorded event now available

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Course Materials

This CLE/CPE course will provide guidance to tax counsel and advisers on BBA audit regime issues faced by buyers and sellers of partnership interests. The panel will discuss key points of interest in negotiating and structuring purchases or sales of partnership interests in light of the new partnership audit regime for both sellers and buyers. The panel will also provide an in-depth analysis of methods in assessing potential BBA audit risks and protecting against pre-acquisition liability.


Under the new partnership audit rules, the IRS assesses and collects the tax resulting from partnership audits against the partnership. Advisers must carefully consider the implications of these rules on the purchase or sale of partnership interests for strategic tax planning in structuring the purchase or sale.

Generally, the partnership audit rules allow the IRS to (1) determine, assess, and collect tax on partnership underpayments at the partnership level; and (2) require the appointment of a partnership representative as the exclusive authority to represent, negotiate, and bind the partnership concerning any IRS audit procedures. Nothing within the rules provide partners the statutory right to notice or to participate in the proceedings raising concerns for buyers and sellers of partnership interests.

Tax counsel and advisers must be vigilant during the negotiation and structuring of deals involving partnership interests to establish safeguards to avoid unintended tax liability.

Listen as our panel discusses the primary challenges of structuring the purchase or sale partnership interests under the new partnership audit regime and offers perspectives on assessing audit risks and limiting tax liability.



  1. Critical provisions of the new centralized audit regime
  2. Authority of partnership representatives and associated risks
  3. Negotiating and structuring the purchase or sale of partnership interests in light of the new audit regime
    1. Key considerations for buyers
    2. Key considerations for sellers
  4. Assessing BBA audit risks and critical due diligence initiatives for buyers and sellers


The panel will review these and other key issues:

  • What are the implications of the new partnership audit rules on structuring partnership mergers or acquisitions?
  • What are the challenges and risks associated with the selection and authority of a partnership representative?
  • What are the key considerations in the negotiation and structuring of a purchase or sale of partnerships under the new audit rules?
  • What are the factors to consider in assessing BBA audit risks?
  • What are the due diligence initiatives for buyers and sellers to limit potential tax liability?


Abney, Teresa
Teresa Abney

Crowell & Moring

Ms. Abney practices in the areas of federal tax controversy and litigation. Before joining Crowell & Moring, she...  |  Read More

Stein, Jonathan
Jonathan Stein

Goulston & Storrs

Mr. Stein advises public and private companies, investment funds and real estate investors on corporate,...  |  Read More

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Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.

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