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Phone/Audio Streaming 

Thursday, March 22, 2018

Program: 1:00-2:00p

Click on the "In Depth" tab for tuition and speaker information.

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 programs provides a practical guide to planning both the business law and tax law aspects of merging pass-through entities.

Part 2 topics include:

  • 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
Product Information
Date Presented:
March 22, 2018 1:00 PM Eastern
1 hour
NCBA Member Price:
Non-Member Price:
LLC, Partners, LP and Pass-through Mergers - Part 2 | Live Replay from May 17, 2017 | Phone/Audio Streaming

Program Information and Tuition: 

  • Program time and length: 1:00-2:00p EST (1 hour per program)
  • What is a Phone/Audio Streaming Seminar?
  • Phone/Audio Streaming seminars do not count against the State Bar's six-hour credit limit (per credit year) for computer-based CLE.
  • The instructions and materials are posted under "My Courses". 
  • Passports are not accepted for Phone/Audio Streaming seminars.
  • Co-Sponsored with Webcredenza
NCBA Member $80
Non-Member $80


Speaker Information
Paul Kaplun   [ view bio ]
Norman Lencz   [ view bio ]
Individual topic purchase: Selected
NC State Bar
Ethics/Professional Responsibility: 1.00
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