BarbriSFCourseDetails
  • videocam Live Online with Live Q&A
  • calendar_month November 18, 2025 @ 1:00 p.m. ET./10:00 a.m. PT
  • signal_cellular_alt Intermediate
  • card_travel Banking and Finance
  • schedule 90 minutes

Private Equity and Up-C IPO Structures: Legal and Tax Implications, Benefits and Challenges, Mitigating Risks

$347.00

This course is $0 with these passes:

CLE
ALL
  1. keyboard_arrow_leftBack
BarbriPdBannerMessage

Description

Many businesses that are structured as pass-through entities for federal income tax purposes and that wish to complete an IPO frequently use Up-C structures (Up-Cs). In an Up-C, the partnership undertakes a public offering through a newly formed corporation as a holding company that owns an interest in the pass-through entity. This allows the pass-through entity to launch a public offering without disrupting the tax status of the pass-through entity where the principal assets and operations remain.

The Up-C transaction is a popular IPO transaction structure in the private equity industry because it allows members of pass-through entities to achieve liquidity through rights to exchange partnership equity for publicly traded equity. These members also may monetize valuable tax attributes arising from such exchanges pursuant to a tax receivable agreement.

Despite the significant tax benefits of an Up-C structure there are a number of considerations that sponsors and their counsel should take into account with an Up-C structure, including registration statement disclosures, marketing the IPO, ongoing tax, accounting, legal and compliance burdens, and the rising litigation challenges by minority shareholders targeting the common features of an Up-C structure. 

Listen as our authoritative panel discusses the legal and tax considerations for Up-C IPO structures and provides guidance for navigating these complex transactions and mitigating risks.

Presented By

Edward S. Wei
Partner
Gibson, Dunn & Crutcher LLP

Mr. Wei is a partner in the New York office of Gibson Dunn and member of the Tax Practice Group. His practice focuses on a wide range of U.S. and international tax matters, such as public company spin-offs, mergers, acquisitions and joint ventures (including de-SPAC transactions), private equity, bankruptcy and out-of-court restructurings, debt and equity capital markets (including issuances involving SPAC and UP-C structures), and real estate transactions.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, November 18, 2025

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

I. Overview: common features of an Up-C IPO structure

II. Legal and tax benefits with an Up-C structure

III. Disadvantages and challenges of an Up-C structure

IV. Key agreements in an Up-C IPO: tax receivable agreement, exchange agreement, and registration rights agreement

V. Litigation trends challenging the Up-C IPO structure

VI. Securities laws, corporate governance, and other considerations with an Up-C structure

VII. Practitioner pointers and key takeaways

The panel will review these and other key considerations:

  • What is an UP-C IPO structure and what are its basic features?
  • What are the key tax and legal considerations for establishing Up-C structures?
  • What are the emerging litigation trends challenging the Up-C transaction structure?
  • What are the disadvantages and challenges associated with the Up-C IPO structure?
  • What are the requisite agreements of an Up-C IPO transaction and how do these agreements govern the transaction?