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Inter-species Conversions and Mergers - 2 CLE 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.
Day 1 – October 7, 2014:
• 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
Day 2 – October 8, 2014:
• 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 is a partner in the Denver and Houston offices of Sparkman Foote Minor, LLP. He has practiced law for over thirty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving. He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics. He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business. He has also served as president of the Rocky Mountain Estate Planning Council. Mr. Sparkman received his A.B. with honors from Princeton University and his J.D. with high honors from the University of Texas School of Law.
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.