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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Tax Law

Date & Time
  • event Date

    Tuesday, April 22, 2025

  • schedule Time

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

  • timer Program Length

    90 minutes

Credit Information

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

$347.00
CLE
CPE
ALL

This CLE/CPE webinar will provide an in-depth analysis of key tax considerations for Up-C structures and transactions involving Up-Cs. The panel will discuss legal and tax challenges unique to Up-C structures, terminating or amending the tax receivable agreements, rolling over existing equity interests in a tax-deferred transaction, withholding tax considerations, calculating gain, and other tax considerations.

Faculty

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.

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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.

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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.

Outline

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

Benefits

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?