Mergers and Acquisitions of Pass-Through Entities: Structuring to Minimize Taxes and Maximize Deal Value
M&A Pros and Cons of LLCs, Partnerships, S Corps, and C-Corp Conversions: Impact of Tax Reform
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will examine entity structuring alternatives when acquiring or selling a pass-through entity, emphasizing their differing impacts on sellers and purchasers such as the impact on tax basis step-up, financing considerations, rollover, and tax deferral issues, and incentive equity and self-employment matters. The panel will also discuss conversions of pass-through entities into C corporations, hybrid structures, and the treatment of asset vs. equity purchases.
Outline
- Choice of entity
- C corporations
- Pass-through entities (i.e., partnerships and S corporations)
- Hybrid structures
- Pros and cons
- Asset vs. entity sales
- Transaction structures and considerations
- Issues relating to financing and rollover
- Incentive equity and self-employment matters
- Corporate conversions: pros and cons
Benefits
The panel will review these and other key issues:
- Advantages and disadvantages of using partnerships and S corporations as compared to C corporations
- Factors to consider in asset vs. entity sales
- Various considerations with different types of transaction structures
- Financing considerations to maximize tax benefits for buyers and sellers
Faculty
![Falevich, Andrew](/img/t/e5baf165755a431863815e99ab74f45b.jpg)
Andrew Falevich
Shareholder
Vedder Price
Mr. Falevich focuses his practice on domestic and cross-border mergers and acquisitions, corporate and partnership... | Read More
Mr. Falevich focuses his practice on domestic and cross-border mergers and acquisitions, corporate and partnership reorganizations, and real estate, partnership, limited liability and joint venture transactions.
Close![Wynacht, Peter](/img/t/947c4a319611b2fdec0dfc6ca684ff33.jpg)
Peter T. Wynacht
Partner
Locke Lord
Mr. Wynacht concentrates his practice in the area of federal tax law and has significant experience giving practical... | Read More
Mr. Wynacht concentrates his practice in the area of federal tax law and has significant experience giving practical tax advice in a variety of complex transactional matters. He represents both domestic and foreign individuals and business entities in day-to-day operational matters and complex business transactions including business start-ups, mergers and acquisitions, business and capital restructurings, and U.S.-inbound and U.S.-outbound investment matters. Mr. Wynacht recently represented various private equity firms on dispositions and acquisitions of portfolio companies. He also recently represented a large domestic manufacturer in a $1 billion (plus) financing transaction.
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