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)
Ziemowit T. Smulkowski, Paul Hastings, LLP, Chicago