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
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About the Course

Introduction

This CLE webinar will provide corporate and finance counsel with an overview of the umbrella partnership corporation (UP-C) IPO structure, which is a common IPO structure used in the private equity industry. The panel will discuss the basic features of an UP-C structure, the legal and tax benefits and challenges unique to UP-C structures, and the rising litigation risks relating to UP-C structures.

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

Faiza N. Rahman
Partner
Ropes & Gray

Ms. Rahman is a partner in the firm’s capital markets group in New York with over two decades of experience in sophisticated, high-profile capital markets transactions. She has a broad practice representing public and private corporate issuers, private equity sponsors and investment banks in a variety of equity and debt capital markets transactions, including IPOs, secondary and follow-on equity offerings, acquisition finance, high yield, investment grade and other debt offerings, PIPEs and other private placements, and liability management and other debt restructuring transactions. Ms. Rahman also advises clients on related corporate governance and securities matters.

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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.

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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?