LLC and Partnership Purchases: Entity Interests vs. Asset Sales
Basis Adjustments, Elections, Tax Reporting, and Structuring in Light of New Partnership Audit Regulations
Recording of a 110-minute CPE webinar with Q&A
This course will provide partnership tax advisers with practical guidance on the tax ramifications of structuring the sale of a partnership or LLC entity as an asset sale vs. a sale of partnership interests. The panel will detail basis adjustments and available elections, describe the reporting and advisory challenges for seller and buyer, and discuss the impact of the partnership audit regulations on planning a partnership purchase.
Outline
- Seller’s considerations in negotiating the transaction
- Buyer’s considerations in negotiating the transaction
- Impact of the new IRS Partnership Audit Regulations
- Tax reporting issues and basis adjustment elections
- Section 754 election due to transfer or distribution
- Section 743(b) adjustments
- Section 734(a) adjustments
Benefits
The panel will discuss these and other important topics:
- The impact of entity type on the buyer’s and seller’s perspectives in a sale
- New IRS partnership audit rules and affect on buyers’ strategy/approach in purchasing a partnership interest or assets
- When a stock sale would benefit a purchaser
- Determining the character of gain or loss upon a transfer
- Holding period and basis rules for transfers of partial interests
- Allocating purchase price allocation in an entity sale
Faculty
Eric J. Michaels
Partner
Fox Rothschild
Mr. Michaels focuses his practice on general corporate matters, including mergers and acquisitions, tax and business... | Read More
Mr. Michaels focuses his practice on general corporate matters, including mergers and acquisitions, tax and business representation of closely held businesses, their owners and families. He has structured and negotiated purchase and sale transactions ranging from one million to more than $400 million. Additionally, he has designed and implemented incentive compensation programs such as equity and phantom equity based plans for startup and mature entities. He is an Adjunct Professor at Seton Hall Law School and teaches Partnership Taxation. Eric also served as an Adjunct Professor of the Masters of Taxation Program for Fairleigh Dickinson University.
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Alexander Morgan, CPA
Partner, Tax Services
Fiondella Milone & LaSaracina
Mr. Morgan's areas of focus include accounting for income taxes under ASC 740, tax planning and consulting, and... | Read More
Mr. Morgan's areas of focus include accounting for income taxes under ASC 740, tax planning and consulting, and federal and state tax compliance. He serves both publicly traded and privately held companies ranging in size from small, start-up businesses to large, multinational companies. His expertise includes specialty tax areas related to organizational restructuring, business acquisitions and sales, due diligence, tax credits and incentives, IRS examination assistance and international operations. Previously, he worked at PricewaterhouseCoopers and Ernst & Young.
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Angelina Milo, CPA
Vice President, Tax Services Group
Meaden & Moore
Ms. Milo specializes in tax planning and general business consulting for closely held businesses including... | Read More
Ms. Milo specializes in tax planning and general business consulting for closely held businesses including corporations, partnerships and limited liability companies. She is also experienced in advising closely held businesses and their owners on business structuring, mergers and acquisitions, succession planning, and tax controversy issues. With more than 20 years of experience dealing with entrepreneurial businesses, including eight years with a “Big Four” international accounting firm, she has broad technical expertise in many industries, including manufacturing, real estate, construction, and professional services.
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