Tax Issues in Sale of Partnership and LLC Interests: Structuring the Purchase Agreement
Best Practices for Drafting and Negotiating Tax Provisions
Recording of a 110-minute CLE/CPE webinar with Q&A
The CLE webinar will review the tax issues involved with the purchase and sale of a partnership or LLC interest. The panel will focus on addressing allocation of income gains and losses, allocation of purchase price, and payment terms in the purchase agreement, and will discuss tax considerations from both the buy and sell side.
Tax implications for buyer and seller
- Amount and character of seller’s gain or loss
- Buyer’s cost basis and the Section 754 election
- Installment reporting for selling partner
- Allocation of income and loss between buyer and seller (entire vs. partial interest, Section 706)
- Structuring the sale: asset vs. entity sale
Allocation of purchase price in an asset sale
- Type of assets sold
- Section 751 hot assets
- Tax implications of the tax allocations
- Buyer vs. seller tax considerations
Structuring payment terms
- Installment payment
- Balloon payment
- Covenants not to compete
- Consulting agreements
The panel will review these and other key questions:
- How can counsel guide clients in evaluating the pros and cons of an asset sale vs. an entity sale?
- What tax issues must counsel consider in allocating the purchase price?
- What are the tax implications in structuring payment terms and deferred payments in connection with the sale of a partnership interest?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Mr. McLoon advises clients on structuring business transactions to achieve optimal business and tax results. He applies... | Read More
Mr. McLoon advises clients on structuring business transactions to achieve optimal business and tax results. He applies his expertise in tax law and policy to companies in a range of industries including timber, renewable energy, and real estate investment and development. Mr. McLoon also has vast experience in structuring partnership and LLC agreements, and is an adjunct professor in partnership law at the University of Maine School of Law.Close
Timothy J. Leska
Mr. Leska focuses his practice on general tax matters. Prior to joining Pepper Hamilton LLP, he was an attorney in... | Read More
Mr. Leska focuses his practice on general tax matters. Prior to joining Pepper Hamilton LLP, he was an attorney in the Office of Chief Counsel for the Internal Revenue Service in Washington, DC. While at the IRS, Mr. Leska participated in the issuance of IRS pronouncements, including final regulations regarding partnership allocations of creditable foreign tax expenditures. He frequently writes and presents on tax developments and strategies.Close
Chad R. Resner
Mr. Resner is a Senior Manager in KPMG LLP’s Washington National Tax Passthrough practice. He advises KPMG... | Read More
Mr. Resner is a Senior Manager in KPMG LLP’s Washington National Tax Passthrough practice. He advises KPMG clients on the federal tax consequences surrounding entities taxed as a partnership for federal tax purposes. He also advises on the tax consequences of section 1031 Like-Kind exchanges. Mr. Resner is a member of the Texas and Illinois State Bar Associations and is a licensed CPA in Texas and Washington, D.C.Close