TELESEMINAR: Inter-Species Conversions and Mergers, Part 2 – A National Perspective
October 8, 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 2 of 2.
- Conversions of pass-through entities into corporations to take advantage of IRC Section 368
- Mechanisms for merging LLCs into corporations – transfers of ownership interests, assets or statutory merger
- Mergers among LLCs and partnerships – transactional formats and tax consequences
- C and S Corp mergers into LLCs or partnerships
- Conversions of entities not involving mergers – corporate to pass-through, pass-through to corporate – and tax consequences
Allen Sparkman, Sparkman Foote Minor, LLP, Texas
Alson R. Martin, Lathrop and Gage, LLP, Kansas