Buying, Selling and Exchanging Partnership and LLC Interests - 2018

Originally presented on October 2, 2018

As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests have become common.  Despite the frequency of sales and exchanges, exactly what interests of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation.  By default, transferees generally succeed only to the economic interests of the transferor. They do not succeed to the transferor’s governance rights. If governance rights are part of the underlying bargain, the consent of the LLC’s other members generally must be sought.  This program will provide you with a practical guide to drafting and planning for the sale and exchange of LLC interests.

• Planning and drafting issues for selling/exchanging LLC and partnership interests and effective alternatives
• Succession to economic rights of seller v. management and information rights
• Tax consequences to the entity and buyers/sellers in sales and exchanges of entity interests
• Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax c
• Constructive terminations and their adverse tax consequences
• Distributions and other alternative to sales and exchanges of LLC/partnership interests

Speaker: Allen Sparkman, Sparkman Foote, LLP

NOTE: This program was originally produced as a telephone seminar and is available on demand in streaming audio. This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for ethics or elimination of bias credit.