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

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, April 18, 2023

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

or call 1-800-926-7926

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 or tax protection agreements
  3. Sec. 162(m); compensation paid by partnerships in Up-C
  4. Gains; withholdings; and other tax considerations
  5. 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

Attend on April 18

See NASBA details.

Cannot Attend April 18?

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