TELESEMINAR: S Corp & LLC Mergers: Part 2 – A National Perspective
May 30, 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 2 of 2.
- Structures for merging or otherwise combining LLCs and partnerships
- Special due diligence considerations of merging pass-through entities
- Framework of special tax issues for mergers involving LLCs and partnerships, including entity- and member-level treatment
- State and local sales tax issues on transfer of assets in the merger
- Incentive compensation issues
- Common pitfalls and drafting tips
Ziemowit T. Smulkowski, Paul Hastings, LLP, Chicago