Buying, Selling and Exchanging Partnership and LLC Interests



  • Presentation Date 9/29/2020
  • Next Class Time 10:00 AM PT
  • Duration 60 min.
  • Format Audio Webcast
  • Program Code 09292020
  • MCLE Credits 1 + hours

Course Price: $65.00


As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests are commonplace. Despite the frequency of sales and exchanges, exactly what rights of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation. By default, transferees 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.

  • 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/exchanges of entity interests
  • Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax impact
  • Constructive terminations and their adverse tax consequences
  • Distributions and other alternative to sales and exchanges of LLC/partnership interests



Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.