Equity Investments in Pass-Through Entities: Investment Structures, Tax Ramifications

A live 90-minute premium CLE video webinar with interactive Q&A

Wednesday, August 18, 2021

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926

This CLE webinar will discuss the principle tax ramifications of equity investments in limited liability companies (LLCs) and limited partnerships (LPs) by private equity, venture capital, and angel investment funds.


Historically, most private fund investment activity has been focused on C corporations. However, given the tax advantages and flexibility afforded LLCs and LPs, private equity counsel must understand the tax issues presented by private investment fund investments in these entities.

Although the tax benefits of pass-through entities can add significant value to an investment, there are also unique tax considerations (and potential pitfalls) that investors must consider. Investors must also understand their rights and obligations and those of managing partners and other investors under the governing documents.

Listen as our authoritative panel of practitioners discusses legal issues in investing in pass-through entities, the advantages and disadvantages of LLCs as portfolio companies, various entity investment structures, and the tax ramifications of equity investments.



  1. Advantages and disadvantages of LLCs and LPs as portfolio companies
    1. Basis step-up (cash flow benefits and exit value)
    2. Tax-free leveraged recaps
    3. Outside basis adjustments
    4. Qualified Business Income Deduction
    5. Pre-Tax IRR
    6. Comparison to corporations
      1. Corporate income tax rate
      2. Qualified Small Business Stock
  2. Special tax issues
    1. Considerations of tax-exempt and foreign investors
    2. Basis step-up
      1. 743(b) adjustments
      2. 704(c) basis step-up for growth equity investments
      3. Avoiding the anti-churning rules
    3. Profits interests
    4. Negotiating tax distributions
  3. Greater flexibility in establishing rights of minority equity holders


The panel will review these and other noteworthy issues:

  • Considering the pros and cons of investing in pass-through entities
  • Choosing the appropriate investment structure
  • Negotiating tax distributions for preferred equity investments
  • Greater flexibility in establishing rights of minority equity holders


Lebowitz, Seth
Seth Lebowitz

Sadis & Goldberg

Mr. Lebowitz advises clients on the tax-efficient planning and execution of a broad range of transactions, with a...  |  Read More

Morrissey, Brigid
Brigid Morrissey, CPA, MBA, MST
Senior Manager

Ms. Morrissey serves private equity funds, primarily in the middle market. Throughout her career, she has worked with...  |  Read More

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You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include program handouts.

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