TELESEMINAR: Inter-Species Conversions and Mergers, Part 1 – A National Perspective
October 7, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours
“Inter-species” mergers – combinations involving C Corps or S Corps and partnerships, LLCs or other pass-through entities – are unlike commonplace combinations of corporations. With corporations, transactional formats are well established under substantive law and common practice, and the tax consequences are predictable. But when a partnership or LLC is merged into a corporation, or a corporation into the pass-through entity, there are many more transactional formats, organizational law is less certain, and tax consequences can vary widely depending on the format chosen. This places great stress on good planning and careful drafting. This program will provide you with a real-world guide to planning “inter-species” mergers, the transactional alternatives available, drafting traps, and discuss tax consequences of each transactional format. Part 1 of 2.
- Planning and drafting “inter-species” mergers among business organizations – LLCs, C Corps, partnerships and S Corps
- Understanding the framework of merger techniques and practical, organizational and tax law consequences
- Practical considerations – obtaining sale/merger consents, asset transfers, keeping target intact
- Lenders and liability – transferring assets subject to debt, assumption of liabilities, and personal guarantees
- Securities law issues in inter-species mergers
Allen Sparkman, Sparkman Foote Minor, LLP, Texas
Alson R. Martin, Lathrop and Gage, LLP, Kansas