Structuring Waterfall Provisions in LLC and Partnership Agreements
Navigating Complex Distribution Structures, Minimizing Negative Tax Consequences
A live 90-minute CLE/CPE webinar with interactive Q&A
This CLE/CPE webinar will guide corporate and tax counsel on the various methods of structuring waterfall distribution provisions in LLC and partnership agreements. The panel will examine a variety of economic and tax considerations such as approaches to drafting priority returns (internal rate of return vs. preferred return, compounding, time value of money and the use of Excel references), relationships between distribution and allocation provisions, tax distributions, profits interests, liquidation provisions, and the implications of new IRS partnership audit rules.
- Waterfall provisions, generally
- Determining/drafting waterfall provisions
- Understanding the economic arrangement of parties
- Priority returns
- Tailoring tax provisions to waterfalls
- Implications of new IRS partnership audit rules
The panel will review these and other key issues:
- What are the different types of waterfall provisions and when should each be used?
- What are the key considerations and best practices for counsel drafting and negotiating waterfall provisions in LLC or partnership agreements?
- What are the implications of new IRS partnership audit rules for tiered waterfall distributions?
- What are some pitfalls to avoid when tailoring partnership allocation provisions to waterfall provisions?
James R. Browne
Barnes & Thornburg
Mr. Browne has more than 30 years of experience in matters involving federal, state, and foreign taxes. He advises... | Read More
Mr. Browne has more than 30 years of experience in matters involving federal, state, and foreign taxes. He advises clients on the U.S. income tax aspects of domestic and international business transactions. He has experience handling complicated tax and financing issues for a diverse range of clients in various industries, including healthcare, manufacturing, energy, real estate, and financial services.Close
Phyllis A. Schwartz
Schulte Roth & Zabel
Ms. Schwartz focuses her practice on the structuring, formation and operation of private equity funds, including buyout... | Read More
Ms. Schwartz focuses her practice on the structuring, formation and operation of private equity funds, including buyout funds, venture capital funds, mezzanine funds, distressed funds and real estate funds. She represents both fund sponsors and investors in her practice. In addition to assisting fund sponsors with their internal management arrangements, succession planning and the creation of internal investment and co-investment vehicles, she has extensive experience with institutional investors and regularly advises clients on market terms of investment funds. She also advises private equity funds in connection with their investments in, and disposition of, portfolio companies and the establishment of capital call credit lines.Close
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