Mergers & Acquisition of Pass-through Entities: S ...
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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