COURSE DESCRIPTION
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
Speaker:
C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law. He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property. His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors.