Continuing Legal Education

TELESEMINAR: S Corp & LLC Mergers: Part 1 – A National Perspective

May 29, 2013
12:00 – 1:00 p.m.
1.00 MCLE hours


Merging or otherwise combining S Corps and LLCs is unlike merging or combining C Corps. S Corps are brittle organization. If you fail to respect their many statutory restrictions, substantially adverse tax consequences follow. LLC are eminently flexible but that flexibility comes with substantial tax and business law complexity. The familiar patterns of merging C Corps are not easily translated to S Corps and LLCs. In addition to business and tax law variations, there are special considerations in due diligence, the application of state and local sales taxes to asset transfers, and the impact of the combination on carefully planned incentive compensation plans. This program will provide you with a practical guide to planning and drafting the operative agreements for merging or otherwise combining S Corps and LLCs. Part 1 of 2.


  • Structuring mergers involving S Corps and/or LLCs and partnerships
  • Business law and tax differences between mergers involving pass-through entities differ and those involving C Corps
  • Practical tradeoffs of asset versus equity combinations
  • Special considerations involving S Corp mergers – triggering hidden taxes, losing S Corp eligibility, structuring restrictions
  • Benefits of treating stock transactions as asset sales under IRC 338(h)(10)
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Program Speaker:
Ziemowit T. Smulkowski
, Paul Hastings, LLP, Chicago


Ziemowit T. Smulkowski is a partner in the Chicago office of Paul Hastings, LLP, where his concentrates his practice in federal income tax issues related to all aspects corporate and business transactions, including  mergers and acquisitions, venture capital funds, real estate investments, and management compensation.  He represents clients in the acquisition and disposition of closely held businesses, debt and equity investments in real estate joint ventures, commercial loan transactions, employee buyouts of businesses and more. He also represents clients in tax controversy matters.  Mr. Smulkowski received his B.A. from Loyola University in Chicago and his J.D. from Northwestern University School of Law.