Continuing Legal Education

TELESEMINAR: Structuring Profits Interest in LLCs / Partnerships – A National Perspective

February 26, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours


Profits interests in LLCs and partnerships are an effective mechanism for giving members, managers or employees a stake in the financial success of the company without ceding control or necessarily triggering immediate taxable gain. The recipient has an incentive to help grow the company and the LLC’s owners fund the incentive payments through future, additive revenue.  But there are a wide variety of ways of structuring profits interests, each with subtle financial, tax and operational tradeoffs. Profits interests can be out of future “profit,” with all the definitional vagaries of that term, or can mimic capital interests, with appreciation rights. This program will provide you with a practical framework for understanding the types of profits interests and the tradeoffs of each in the context of an LLC and partnership. 


  • Understanding types of “profits interest” and alternatives in LLCs/partnerships
  • Profits interests based on fixed percentages v. “fill up” allocations
  • Payouts based on operating profits v. capital profits v. appreciation in the company
  • State law status and rights of profits interest and governance/operating issues
  • Federal income tax consequences of each type of profits interest
  • Drafting issues related to allocations, distributions, vesting, and forfeiture


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Program Speakers:
Lee Lyman
, Carlton Fields, Georgia
Leon Andrew Immerman, Alston & Bird, LLP, Georgia


Lee Lyman is a shareholder in the Atlanta office of Carlton Fields, where she has more than 20 years’ experience in corporate and real estate transactions.  She provides corporate and transactional advice, with an emphasis on advising clients engaged in ongoing business transactions, including joint ventures, mergers and acquisitions, and business restructurings. She has extensive experience in LLC and partnership law, organization, structure, and operations. She has extensive experience structuring equity and debt financing for the acquisition, development and sale of real estate and in general corporate transactions.  Ms. Lyman received her B.S. from Florida State University, her M.A. from the University of Pittsburg, her J.D. from Duke University School of Law.

Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements).  Mr. Immerman received his B.A., magna cum laude, from Carleton College, his M.A. from the University of Minnesota, and another M.A. and his Ph.D. from Princeton University, and his J.D. from Yale Law School.