Tax Issues in Inbound and Outbound Transactions: Utilizing Partnerships to Maximize Tax Benefits

Avoiding Landmines Under Current Tax Law, Deal Structures, Special Allocations

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

Conducted on Thursday, May 30, 2019

Recorded event now available

or call 1-800-926-7926
Course Materials

This course will guide tax counsel and professionals on tax challenges and opportunities in utilizing partnerships for inbound and outbound transactions. The panel will discuss key provisions impacting inbound and outbound transactions under current U.S. tax law, effectively using partnerships in structuring deals to maximize tax benefits and avoid unintended tax consequences, key considerations in using U.S. versus foreign partnerships, special allocations, and other items to ensure tax savings.


Inbound and outbound transactions between the U.S. and other countries can lead to a host of tax implications requiring careful tax planning to avoid any unintended liability. Tax counsel and advisers must understand complex rules impacting these transactions applicable to both U.S. and foreign entities.

Tax reform created tax planning obstacles for outbound and inbound transactions. Outbound transactions involve U.S. taxpayers doing business or investing in foreign countries while inbound transactions involve foreign taxpayers doing business or investing in the United States. The type of entity used in a transaction along with the timing of elections and proper filing can all dramatically impact the tax implications of the transaction. Utilizing partnerships can provide tax benefits to both U.S. and foreign taxpayers if properly implemented.

It is essential that tax counsel and advisers recognize the issues and opportunities in using partnerships in structuring inbound and outbound transactions for both tax planning and compliance. Grasping an understanding of applicable tax law, special allocation rules and key tax aspects of the deal structure will ensure tax benefits for all parties involved in a transaction.

Listen as our panel discusses complex U.S. tax laws impacting inbound and outbound transactions, effectively using partnerships in deal structures to maximize tax benefits, and special allocations and key tax aspects to consider for inbound and outbound transactions.



  1. Key provisions impacting inbound and outbound transactions under current U.S. tax law
  2. Utilizing partnerships in deal structures to maximize tax benefits
  3. U.S. versus foreign partnerships: understanding the implications and liability of inbound and outbound transactions
  4. Special allocations: rules and techniques for sellers and purchasers
  5. Key tax aspects of the acquisition agreements: reps, warranties, covenants, indemnities


The panel will discuss these and other key issues:

  • Critical provisions of current U.S. tax law impacting inbound and outbound transactions
  • Effectively using partnerships in inbound and outbound transactions to ensure tax benefits
  • Structuring the deal and understanding the differences and potential traps for foreign and U.S. partnerships
  • Understanding special allocation rules and concepts to revise deal structures for tax savings under U.S. tax law
  • Key tax aspects of acquisition agreements and drafting tips to avoid tax pitfalls


Klinzing, Morgan
Morgan L. Klinzing

Troutman Pepper Hamilton Sanders

Ms. Klinzing focuses her practice on the federal income tax aspects of U.S and international mergers and acquisitions....  |  Read More

Phelan, Thomas
Thomas D. Phelan

Troutman Pepper Hamilton Sanders

Mr. Phelan focuses his practice on tax law. He has written on tax law issues and co-authored an article with Steven...  |  Read More

Stauber, David
David Stauber

Troutman Pepper

Mr. Stauber focuses his practice on the federal income tax aspects of mergers and acquisitions, fund formation, and...  |  Read More

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