PASS-THROUGH ENTITIES

Strategic Structuring to Achieve Pass-Through Entity Objectives

Every business is unique. Our attorneys meticulously plan and structure transactions to meet your business and economic objectives consistent with those of the other owners of the pass-through entity. We work with you to navigate and resolve tax issues that arise from the formation of an entity, admission and withdrawal of owners, financings, acquisitions, dispositions, and termination and liquidation. Our experience covers a broad range of pass-through issues, including:

• Determining the proper form within which to operate a business and/or hold investment assets.
• Negotiating and drafting operating agreements that accurately and fairly reflect the business arrangements.
• Structuring tax-efficient acquisitions and dispositions of assets.
• Developing structures to maximize debt and equity financings.
• Selling or exchanging partnership interests.
• Managing transitions in management and ownership due to death or retirement.
• Converting to another form of entity.
• Structuring partnership terminations and liquidating distributions.
• Structuring buy-sell agreements and other business succession plans.
• Structuring allocations of income, losses and credits.
• Analyzing the application of complex partnership tax provisions, including the new partnership audit rules, the disguised sale rules, and the rules governing the allocation of partnership liabilities.