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Structuring Oil and Gas Entities Post-Tax Reform: Key Planning Techniques and Limitations Under New Tax Law

Impact on MLPs, Joint Ventures, Investments, Transferability and Other Oil and Gas Transactions

Note: CPE credit is not offered on this program

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, February 27, 2019

Recorded event now available

or call 1-800-926-7926

This CLE course will guide counsel and advisers on the structuring of oil and gas companies in light of the new tax law. The panel will discuss choice of entity issues stemming from new tax law provisions, MLPs versus corporations, effective planning techniques, and limitations in structuring oil and gas companies and transactions post-tax reform.


The new tax law has a significant impact on the oil and gas industry because its assets and investments are held in a variety of entity types, including partnerships, sole proprietorships, C corporations and S corporations.

Taxpayers, counsel and advisers must carefully consider the new tax law provisions when selecting the type of entity for oil and gas projects and investments, the transferability of assets and interests, and other key items in order to ensure tax savings and avoid any unintended pitfalls.

The fluctuation of oil prices combined with the reduction in tax rates and repeal of the corporate alternative minimum tax causes the oil and gas industry to reconsider enity structures and re-evaluate practices in relation to percentage depletion, tax credits, and intangible drilling and development costs.

The new tax law eliminates or limits many tax breaks with most of the tax relief being temporary. Oil and gas counsel and advisers must understand the complex rules and limitations relating to net operating losses, the new Section 199A pass-through deduction, the depreciation of certain property, and other challenges specific to oil and gas.

Listen as our panel discusses key provisions of the new tax law impacting oil and gas, choice of entity considerations, limitations in structuring oil and gas transactions post-tax reform, and effective planning methods for oil and gas projects and investments in light of new tax law provisions.



  1. Overview of the impact of tax reform on the oil and gas industry
  2. Priority considerations when structuring or reclassifying oil and gas entities
  3. Net operating loss limitations and ensuring tax savings
  4. Depreciation of certain property and the excess business loss limitation
  5. Application of new Section 199A, its limitations and planning methods
  6. Best practices in structuring oil and gas investments and other transactions


The panel will review these and other key issues:

  • What are the principal provisions of the new tax law impacting oil and gas?
  • How to determine the best choice of entity for oil and gas projects post-tax reform
  • How does the new tax law impact the transferability of oil and gas assets and interests?
  • What are the limitations on net operating losses and what planning techniques are available to ensure tax savings?
  • The impact of the new bonus depreciation and excess business loss limitation provisions
  • How does new Section 199A apply to oil and gas entities?
  • Best practices in structuring oil and gas transactions in light of tax reform


Cole, Jim
Jim Cole

Latham & Watkins

Mr. Cole practices transactional tax involving mergers, acquisitions, restructurings, and capital markets transactions....  |  Read More

Lee, Bryant
Bryant P. Lee

Latham & Watkins

Mr. Lee has a complex practice involving the US federal income taxation of transactions such as mergers, acquisitions,...  |  Read More

Grimley, Jared
Jared W. Grimley

Latham & Watkins

Mr. Grimley focuses on business taxation as it applies to cross-border mergers and acquisitions, securities offerings...  |  Read More

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