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Structuring Equity Compensation for Partnerships and LLCs: Capital and Profits Interests, Sec. 409A, Tax Issues

Note: CPE credit is not offered on this program

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

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Thursday, May 11, 2023

Recorded event now available

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This CLE course will provide benefits counsel with an overview of the types of equity compensation arrangements available to partnerships and LLCs. The panel will discuss tax consequences, advantages and disadvantages, design and structuring, and implementation considerations. The panel will also explore critical challenges and pitfalls to avoid in light of the current tax law.


A range of alternatives is available to partnerships and LLCs for providing equity compensation to their employees, including granting profits interests, capital interests, and options to acquire such interests.

Partnership and LLC equity compensation arrangements present executive compensation counsel with complex design, structuring, and tax challenges, unlike corporate equity compensation. Advisers must consider current tax law to effectively structure compensation for key executives and avoid unintended tax liability.

IRS guidance is limited on several important issues, including partners/members as employees for tax purposes, how Section 409A applies, and when 83(b) elections should be made.

Listen as our authoritative panel offers solutions and strategic approaches for structuring equity compensation for partnerships and LLCs and avoiding common pitfalls that can lead to disastrous tax consequences.



  1. Equity compensation alternatives available to partnerships and LLCs
    1. Profits interests
    2. Capital interests
    3. Options to acquire capital or profits interests
    4. Phantom arrangements
    5. Income tax consequences/advantages/disadvantages
  2. Design, structuring, and implementation considerations
    1. Section 83(b) elections
    2. Capital account book-ups and valuation
    3. Section 409A considerations
    4. Impact of new fee waiver proposed regulations
    5. Impact of partner/member status on being an employee
    6. Impact of partner/member status on employee benefits
    7. Conversion to C corporation


The panel will review these and other key issues:

  • How does a capital interest differ from a profit interest, and what tax ramifications result from the type of equity interest granted?
  • How does Section 409A apply to equity interests in LLCs?
  • How does the Section 83(b) election apply to unvested interests?
  • Can the partnership or LLC member receiving the equity interest also be an employee of the entity?


Klimpl, Timothy
Timothy S. (Tim) Klimpl

Shipman & Goodwin

Mr. Klimpl is a seasoned attorney with experience providing ERISA advice and related services to a variety of plan...  |  Read More

Teigman, David
David B. Teigman

Proskauer Rose

Mr. Teigman is a partner in the Tax Department and a member of the Employee Benefits & Executive Compensation...  |  Read More

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