BarbriSFCourseDetails
  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Tax Law
  • schedule 90 minutes

Tax Considerations for Up-C Structures and Transactions: Tax Receivable Agreements, Equity Rollovers, and More

$347.00

This course is $0 with these passes:

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 umbrella partnership C corporation 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 structure 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."

Listen as our panel discusses tax considerations for Up-C structures and methods to ensure flow-through treatment and tax deferral as well as addresses tax issues for the tax agreements.

Presented By

Margaret R.T. Dewar
Partner
Kirkland & Ellis LLP

Ms. Dewar is a partner in the tax group in Kirkland’s Chicago office. Her practice focuses on the federal income tax consequences of complex business transactions, including mergers, acquisitions, joint ventures and spin-offs, both domestic and cross-border. Ms. Dewar also advises U.S. and non-U.S. fund sponsors and investors on the tax aspects of forming and operating private investment funds.

Adam D. Greenwood
Partner
Ropes & Gray

Mr. Greenwood is a partner practicing in the tax & benefits department. His practice focuses on transactional tax matters, including matters relating to private equity, real estate and hedge funds; mergers and acquisitions; inbound and outbound investments; and secondary transactions.

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


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, April 22, 2025

  • schedule

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

  1. Tax issues for Up-Cs
  2. Tax receivable agreements
  3. Gains, withholdings, and other tax considerations
  4. Best practices for tax professionals

The panel will review these and other key issues:

  • What are the key tax considerations for establishing Up-C structures?
  • What are the common terms of tax receivable agreements in these structures?
  • What issues may arise when investors seek to acquire public businesses structured as Up-Cs?