Continuing Legal Education

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


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Program Speakers:
Frank Ciatto
, Venable, LLP, Washington, D.C.
Alson R. Martin, Lathrop and Gage, LLP, Kansas


Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has more than 20 years’ experience advising clients on major corporate transactions, including mergers and acquisitions, corporate finance, antitrust and related tax issues. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.  Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

Alson R. Martin is a partner in the Overland Park, Kansas office of Lathrop and Gage, LLP, where he has a national practice focusing on business law, taxation, health care, and retirement plans. He is a Fellow of the American College of Tax Counsel and the American College of Employee Benefits Counsel.  Mr. Martin is the author of "Limited Liability Companies and Partnerships" and the co-author of "Kansas Corporation Law & Practice (Including Tax Aspects)."  He is the president and a director of the Small Business Council of America. Mr. Martin received his B.A., with highest distinction, from the University of Kansas, and his J.D. and LL.M. from New York University School of Law.