TELESEMINAR: Buying/Selling LLC and Partnership Interests – A National Perspective
August 27, 2013
12:00 – 1:00 p.m.
1.00 MCLE hours
Every time an ownership interest in an LLC or partnership is sold or exchanged, the underlying dynamic of entity changes. The new member or partner will succeed to the economic rights – allocations of income and loss, distributions of cash and other property – of the selling partner/member, but may or may not succeed to governance rights. Often there are restrictions on when and how and to whom an interest may be sold or exchanged with corresponding limits on the succeeding partner/member’s management rights. There are also a series of complex tax consequences for the selling partner/member, the buyer, and the entity itself when these transactions are consummated. This program will provide you with a practical guide to planning for and consummating the sale/exchange of partnership/LLC interests, including organizational and tax law issues, drafting tips, and more.
- Planning for and consummating sales/exchanges of partnership/LLC interests
- Valuation issues and funding the sale/exchange
- Restrictions on transferability, member conflicts of interest, and restrictions on business opportunities
- Succession to economic rights/distributions v. management rights
- Bifurcating the sale of profits v. capital aspects of an LLC membership
- Tax planning for the seller, buyer, partnership/LLC on the sale/exchange of an ownership interest
Frank Ciatto, Venable, LLP, Washington, D.C.
Alson R. Martin, Lathrop and Gage, LLP, Kansas