Mergers & Acquisition of Pass-through Entities: S ...
[Pages:108]2011 Annual Income Tax Seminar - Northern
June 17, 2011
Mergers & Acquisition of Pass-through Entities: S Corporations, Partnerships & LLCs
Julie Divola Pillsbury Winthrop Shaw Pittman LLP
San Francisco Joseph K. Fletcher III Glaser Weil Fink Jacobs Howard Avchen & Shapiro LLP
Los Angeles
1 | M&A of Pass-Through Entities
M&A of Passthroughs
Asset Sales ? Partnerships ? S corporations
Equity Sales ? Partnership interests ? S Corporation Stock ? S Corporation with 338(h)(10) Election ? Using DEs to achieve asset sale treatment
2 | M&A of Pass-Through Entities
M&A of Passthroughs
Partnerships: Mergers, Divisions and More Exotic Structures ? Partnership Mergers ? Partnership Divisions ? Leveraged Partnerships and Canal Corp. ? Partnership Mixing Bowls ? Partnership Exit: Distribution of Newly-Acquired Assets
S Corporation: Mergers and Divisions and More Exotic Structures ? S Corporation Mergers ? Section 351 Structures ? S Corporation Spin-offs
3 | M&A of Pass-Through Entities
M&A of Passthroughs
Using Disregarded Entities to Unite Tax and Business Objectives ? DE Liquidations ? F Reorganizations
Basic Taxable Asset Sale Taxable Stock Sale Liquidation Merger Acquisitive Merger
? D Reorganizations ? Disregarded Entity Mergers
4 | M&A of Pass-Through Entities
M&A of Passthroughs
Other Hybrid Structures: Corporate and Partnership Mergers and Divisions ? Merger of Corporate Partner into Partnership ? Merger of Corporate Partners ? Section 351/A Reorganization ? Partial Morris Trust with Partnership
5 | M&A of Pass-Through Entities
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