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Leveraging LLCs in Structuring M&A Transactions

Assessing Deal Structures; Navigating Complex Capital Account and Tax Allocation Principles

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, May 12, 2016

Recorded event now available

This CLE course will provide guidance to deal counsel for using LLCs to structure M&A transactions and navigating complexities related to capital account and tax allocations in the LLC agreement. The panel will outline common pitfalls and offer best practices and solutions for M&A counsel.


LLCs are increasingly used as vehicles for mergers and acquisitions. When structuring a deal, counsel should consider the pros and cons of using the LLC as an option to simplify the transaction and resolve tax obstacles.

M&A counsel should understand the principles associated with capital accounts and the implications of tax allocations when using LLCs to ensure that operating agreements properly reflect the economic bargain of the parties.

Simply relying on tax “boilerplate” language without a clear understanding of underlying principles and the practical impact of language changes to the transaction can only lead to costly mistakes.

Listen as our panel of experienced M&A and tax attorneys unpacks the complexities of a form LLC agreement and lays out basic building blocks for better advocacy.



  1. Conceptual framework
  2. LLC: pros and cons
  3. Understanding capital accounts
  4. Working together—contributions, distributions, allocations and capital accounts
  5. Implications
  6. Best practice strategies and pitfalls to avoid


The panel will review these and other key issues:

  • The important differences between using an LLC versus a corporation when structuring a merger or acquisition
  • The conceptual framework for drafting provisions related to capital account and income allocations
  • How provisions related to contributions and distributions interact with each other and the allocation and capital account language


Haskins, Tarik
Tarik J. Haskins

Morris Nichols Arsht & Tunnell

Mr. Haskins focuses his practice on commercial transactions including mergers and acquisitions, secured financings,...  |  Read More

Mandarino, Joseph
Joseph C. Mandarino

Smith Gambrell & Russell

Mandarino is a Partner in the Tax Practice of Smith, Gambrell & Russell, LLP.  His practice focuses on...  |  Read More

Staub, David
David K. Staub

Staub Anderson

Mr. Staub is an experienced business attorney practicing primarily in the areas of corporate law, corporate...  |  Read More