Mergers and Acquisitions of Pass-Through Entities: Structuring to Minimize Taxes and Maximize Deal Value

Pros and Cons of LLCs, Partnerships and S Corps; C-Corp Conversions; Impact of Tax Reform

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

Conducted on Thursday, November 8, 2018

Recorded event now available

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Program Materials

This CLE/CPE webinar will examine entity structuring alternatives when acquiring or selling a pass-through entity, with particular emphasis on the tax ramifications of C corporations as opposed to partnerships or LLCs. The panel will also discuss C corp conversions, hybrid structures, and the treatment of asset vs. equity purchases under the new tax law.


Tax reform has far-reaching strategic implications for M&A. For corporate purchasers and sellers in M&A deals to take advantage of some of the recent tax changes to improve deal value and maximize income tax savings, it may be necessary to revisit the entity choice analysis for existing structures and future transactions.

Historically, pass-through entities were often preferred for M&A transactions due to their single level of taxation, among other attributes. Parties on both the buy side and sell side of a deal should now consider whether a C corporation or a pass-through entity structure will satisfy their objectives. Making a proper determination requires analyzing the tax burdens on operating income, distributions and exit transactions, and a review of legal and practical business considerations.

In planning a transaction, new rules and rates for partnerships and LLCs may cause a purchaser to seek an asset acquisition as the assets acquired may be immediately and fully expensed. The chosen transaction structure may influence whether expensing is available. Counsel must perform due diligence on the history and nature of the assets involved to ascertain whether they qualify for expensing.

Listen as our authoritative panel discusses the pros and cons of corporate and pass-through entity structures in M&A transactions. The panel will discuss how tax reform may impact the analysis, and when conversion of an LLC or partnership to a C corp might be desirable.



  1. Historical advantage of partnerships and LLCs over corporations: single level of taxation
  2. Structural advantages of corporations
  3. Impact of tax reform on the choice of entity
    1. C corporations
    2. Pass-through entities
    3. Hybrid structures
  4. Asset vs. entity sales
  5. C corp conversions: pros and cons


The panel will review these and other key issues:

  • Advantages and disadvantages of partnerships and LLCs as compared to corporations
  • Impact of tax reform on C corporations, pass-throughs and hybrids
  • Factors to consider in asset vs. entity sales
  • Converting to a C corp—pros and cons


Britten, Michael
Michael Britten
M&A Tax Director
Grant Thornton

Michael is a M&A Tax Director in our Minneapolis office, and has 25 years of public accounting and private industry...  |  Read More

Larson, Brett
Brett M. Larson

Messerli & Kramer

Mr. Larson is the Chair of his firm's Business Services Department, which oversees the corporate, banking,...  |  Read More

Nelson, Nathan
Nathan J. Nelson

Messerli & Kramer

Mr. Nelson focuses his practice on addressing general and specific business matters, including start-ups,...  |  Read More

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