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 CLE/CPE webinar with Q&A
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.
- Historical advantage of partnerships and LLCs over corporations: single level of taxation
- Structural advantages of corporations
- Impact of tax reform on the choice of entity
- C corporations
- Pass-through entities
- Hybrid structures
- Asset vs. entity sales
- 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
M&A Tax Director
Michael is a M&A Tax Director in our Minneapolis office, and has 25 years of public accounting and private industry... | Read More
Michael is a M&A Tax Director in our Minneapolis office, and has 25 years of public accounting and private industry experience.
Michael has a significant experience in tax compliance, due diligence, structuring and planning and consulting He has assisted companies in solving many complex tax and business issues, including tax structuring of mergers and acquisitions, tax planning for financially distressed and bankrupt companies, foreign tax planning, with an emphasis on inbound structures, and state and local tax minimization. He has extensive technical knowledge and experience in assisting companies with transaction costs analysis and Section 382 limitation calculations.
Prior to his tenure in public accounting, Michael was legal counsel for the North American group of a multinational publicly traded manufacturer. He has also held senior management and management level tax positions for Fortune 500 and other medium to large publicly traded corporations.
Brett M. Larson
Messerli & Kramer
Mr. Larson is the Chair of his firm's Business Services Department, which oversees the corporate, banking,... | Read More
Mr. Larson is the Chair of his firm's Business Services Department, which oversees the corporate, banking, real estate, estate planning and intellectual property practice groups. He focuses his practice in the areas of corporate governance and succession planning, mergers and acquisitions, and domestic and international transactions for businesses and estate planning and asset protection for business owners and high net worth individuals. He serves as outside general counsel to many businesses including start ups, small businesses, and global corporations.Close
Nathan J. Nelson
Messerli & Kramer
Mr. Nelson focuses his practice on addressing general and specific business matters, including start-ups,... | Read More
Mr. Nelson focuses his practice on addressing general and specific business matters, including start-ups, acquisitions, dissolutions and mergers. He also has extensive experience in business succession and tax planning issues. Further, he drafts tax efficient estate planning instruments to transfer wealth from one generation to another.Close