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Tax Aspects of LLC Drafting: Target Allocations; Key Negotiated Tax Terms in JVAs; Top 10 Tax Mistakes When Drafting Agreements

Understanding the Key Tax Aspects and Negotiation Points of Partnership Agreement Drafting

A live 90-minute premium CLE/CPE video webinar with interactive Q&A

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

Tuesday, July 22, 2025

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, June 27, 2025

or call 1-800-926-7926
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This CLE/CPE course will provide tax counsel and advisers with the guidance necessary to correctly implement targeted partnership tax allocations. The panel will explain the complex requirements of IRC 704(b) and provide best practices for maximizing the tax benefits of targeting partnership allocations.

Description

LLC agreement drafting is a must learn topic for many. A key aspect in drafting is the allocation section that includes two alternative approaches. Targeted partnership tax allocations are a popular choice for allocating income and loss among partners. Tax counsel and advisers must guide clients on whether this method will capture all allowed benefits or whether layer cake allocations should be utilized. For example, target allocation agreements may not satisfy regulatory safe harbors but can still meet the economic effect equivalence test or the partners' interest in the partnership test.

The panel will also address certain key points of negotiation when drafting tax provisions in partnership agreements. For example, tax practitioners place particular emphasis on 704(c) methodology, discretion over tax elections and decisions, audit determinations, and tax return preparation.

Lastly, the panel will discuss certain common tax mistakes practitioners make when drafting partnership agreements. Examples include improperly drafting tax boilerplate, omitting important tax provisions, neglecting to address tax return deadlines and review rights, and failures in tax audit language.

Listen as our experienced panel guides you through the LLC drafting process including determining how both targeted and layer cake allocation provisions are drafted and implemented.

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Outline

  1. Targeted versus layer cake allocations
  2. Benefits and detriments of targeted allocations
  3. Tax allocation drafting best practices
  4. Key points of negotiation when drafting tax provisions
  5. 10 common drafting errors

Benefits

The panel will review these and other high priority issues:

  • When allocating income and loss among partners, what are the tax benefits of targeted versus layer cake partnership tax allocation methods?
  • What are best practices in drafting targeted allocation provisions?
  • Which tax provisions deserve special attention during drafting?
  • Which tax provisions are commonly overlooked or not properly drafted?

Faculty

Snow, Mitchell
Mitchell Snow
Partner
Adler & Stachenfeld

Mr. Snow joined the firm in 2023 and is a partner in the Tax Practice. His work covers a range of tax transactions,...  |  Read More

Weisz, Tzvi
Tzvi Weisz
Special Counsel
Fried, Frank, Harris, Shriver & Jacobson

Mr. Weisz represents public and privately-owned companies and private equity firms on a broad range of...  |  Read More

Attend on July 22

Early Discount (through 06/27/25)

See NASBA details.

Cannot Attend July 22?

Early Discount (through 06/27/25)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. CPE credit is not available on recordings. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video