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Tax Considerations for Up-C Structures and Transactions: Tax Receivable Agreements, Equity Rollovers, and More

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

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Conducted on Tuesday, April 18, 2023

Recorded event now available

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This CLE/CPE webinar will provide an in-depth analysis of key tax considerations for Up-C structures and transactions involving Up-Cs. The panel will discuss legal and tax challenges unique to Up-C structures, terminating or amending the tax receivable agreements, rolling over existing equity interests in a tax-deferred transaction, withholding tax considerations, calculating gain, and other tax considerations.


Many business that are structured as pass-through entities for federal income tax purposes and that wish to complete an IPO frequently use umbrella partnership C corporation structures (Up-Cs). In an Up-C, the partnership undertakes a public offering through a newly formed corporation as a holding company that owns an interest in the pass-through entity. This allows the pass-through entity to launch a public offering without disrupting the tax status of the pass-through entity, where the principal assets and operations remain.

The Up-C structure allows members of pass-through entities to achieve liquidity through rights to exchange partnership equity for publicly traded equity. These members also may monetize valuable tax attributes arising from such exchanges pursuant to a “tax receivable agreement.”

Listen as our panel discusses tax considerations for Up-C structures and methods to ensure flow-through treatment and tax deferral, as well as addresses tax issues for the tax agreements.



  1. Tax issues for Up-Cs
  2. Tax receivable agreements
  3. Gains; withholdings; and other tax considerations
  4. Best practices for tax professionals


The panel will review these and other key issues:

  • What are the key tax considerations for establishing Up-C structures?
  • What are common terms of tax receivable agreements in these structures?
  • What issues commonly arise when investors seek to acquire public businesses structured as Up-Cs?


Dewar, Margaret
Margaret R.T. Dewar

Kirkland & Ellis

Ms. Dewar is a partner in the tax group in Kirkland’s Chicago office. Her practice focuses on the federal income...  |  Read More

Greenwood, Adam
Adam D. Greenwood

Ropes & Gray

Mr. Greenwood is a partner practicing in the tax & benefits department. His practice focuses on transactional tax...  |  Read More

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