TELESEMINAR: Techniques and Traps for Merging Unincorporated Entities – A National Perspective
March 28, 2013
12:00 – 1:00 p.m.
1.00 MCLE hours
Many businesses are operated as partnerships or as LLCs. Familiar techniques for combining the assets and ownership of incorporated entities – C and S Corps – fail or produce unintended consequences when used to transfer the assets of, or ownership interests in, far more flexible partnerships and LLCs. Due diligence and successor liability issues are of particular urgent concern as the successor entity often carries on the business of one or both of the combined entities. This program will cover the organizational law and tax aspects of transferring and combining assets and the ownership structure of unincorporated entities, including structures to minimize adverse tax consequences and limit successor liability.
- Due diligence – items to look for and spotting red flags
- Liability issues – common law successor liability traps and unknown liabilities
- Transfer techniques – special considerations depending on asset class
- Tax and financial issues – entity- and individual-level considerations on asset transfers and entity terminations
- Drafting – key components and traps in drafting the underlying documents
Alson R. Martin, Lathrop and Gage, LLP, Kansas
Allen Sparkman, Sparkman Foote, LLP, Texas