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LLC, Partnership, LP & Pass-Through Mergers, Part 1 & Part II (teleseminar)
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This program will provide you with a practical guide to planning both the business law and tax law aspects of merging pass-through entities.

3/21/2018 to 3/22/2018
When: 03/21/2018 & 03/22/2018
1:00 PM to 2:00 PM
Where: United States
Contact: (404) 521-0781

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One-hour CLE programs are just a phone call away
Convenient, affordable, timely and informative
An 800 number connects you to nationally recognized practice leaders who will speak on important issues and emerging trends in the law. You can also pose your own questions to the speakers. Written materials and other details are emailed in advance to pre-registrants.


As LLCs and other pass-through entities have become the default choices of entity in most business, commercial, and real estate transactions, many mergers or assets sales now involve two or more pass-through entities. The familiar principles that apply to corporate mergers or asset sales do not translate to pass-through transactions. Rather, combinations of LLCs, LPs, partnerships and even S Corps are governed by a non-intuitive mix of jumble of rules which treat the transaction one way for business law purposes and quite another or tax purposes.  Indeed, for income tax purposes, transactions following a variety of patterns are “deemed” to consist of a series of property contributions and distributions and taxed accordingly.  Planning for both aspects is a very complex challenge. This program will provide you with a practical guide to planning both the business law and tax law aspects of merging pass-through entities.  

Day 1: March 21, 2018:

Framework of non-tax and tax law for combining pass-through entities, partnerships, LLCs, LPs, and S Corps
How transactions are treated for state law purposes v. tax law purposes 
Tradeoffs between assets v. membership interests/S Corp stock deals
Non-tax benefits of “entity” deals – contract assignments, licensing and registration transfers
Successor liability issues in “asset” deals and how to mitigate risk
Special considerations involving S Corp mergers – triggering hidden taxes, losing S Corp eligibility, structuring restrictions
Benefits of treating stock transactions as asset sales under IRC 338(h)(10)

Day 2: March 22, 2018:

Structural alternatives for combining LLCs and partnerships
Framework of special tax issues for mergers involving LLCs and partnerships, including entity- and member-level treatment
Treatment of distribution, voting and other rights when membership interests/S Corp stock is transferred 
Due diligence considerations of merging pass-through entities 
State and local sales tax issues on transfer of assets in the merger 
Incentive compensation issues


Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP, where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.

Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.


*(Teleseminar courses qualify for self-study credit only)  


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