Joint Ventures, Pass-Through Entities and Disregarded Entities in M&A Transactions


This course deals with how to use disregarded entities to effect a liquidation, or to create a reorganization, the stepping stone for many business reorganization transactions. It discusses the use of the entities to get a certain tax result that allows a business to transfer an entity to avoid certain business difficulties. The course goes on to outline mergers with disregarded entities and mergers into partnerships or involving partners in partnerships.


I. Introduction
        A. M&A Transactions
        B. Disregarded Entity Liquidation
        C. Conversions vs. Mergers
        D. Taxable Asset Sale
II. Limited Liability Companies
        A. Basic F Reorganization
        B. The Series LLC
        C. Preserving S Corporation Status
        D. Provisions on Asset Transfers
        E. Taxable Stock Sale
III. Mergers and Partnerships
        A. F Reorganization and Liquidation
        B. F Reorganization and Acquisition Merger
        C. State Law Partnerships
        D. D Reorganization
        E. D Reorganization as Asset Transfer
IV. Loss Planning in the Current Economic Environment
        A. Section 704(c)(1)(C)

Content Provided

The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.


Speakers / Authors:

Photo of Julie A. Divola

Julie Divola
Pillsbury Winthrop Shaw Pittman LLP

Julie A. Divola is a partner in the law firm of Pillsbury Winthrop Shaw Pittman LLP and is the leader of the firm’s San Francisco tax practice. She is experienced in federal income tax planning for business and financial transactions. Her practice focuses on corporate and partnership taxation with particular emphasis on domestic and international mergers, acquisitions, and spin-offs; integration transactions and other corporate reorganizations; partnerships and joint ventures; and private equity transactions. She has worked extensively with a variety of industries, including telecommunications, financial services, technology, media, energy, life sciences, real estate and construction.

Ms. Divola is chair of the Corporate Tax Committee of the ABA Section of Taxation, a member of the executive committee of the California State Bar Association Tax Section and a former president of the San Francisco Tax Club. She serves on the editorial board of the Practical Tax Lawyer and as co-chair of the ALI-ABA Course of Study on Corporate Taxation. She has been an adjunct professor of law at the University of San Francisco School of Law and is a fellow of the American College of Tax Counsel and the American Bar Foundation.

She is listed as a leading tax attorney in a variety of publications, including Chambers USA – America's Leading Business Lawyers; International Who's Who of Corporate Tax Lawyers, International Who's Who of Business Lawyers, Best Lawyers in America, International Tax Review; Global Counsel 3000, PLC Which Lawyer?, and Law & Politics Media, Inc.

Ms. Divola received her J.D. from the University of San Francisco School of Law in 1986, and her B.A. from the University of California, Santa Barbara in 1980. She is admitted to practice in California.

Photo of William P. Wassmerman

William Wasserman
Ernst & Young

William P. Wasserman is a principal in the Joint Venture & Partnership Tax Services Group of the National Tax Department of Ernst & Young in Los Angeles, Calif. He has over 35 years of tax experience and has been involved in all aspects of partnership and corporate taxation, particularly involving corporate joint ventures, real estate, and family wealth planning.

He is a frequent lecturer in the field of taxation and has lectured at programs sponsored by the Practising Law Institute, The University of Southern California, New York University, American Law Institute-American Bar Association and other organizations. He serves on advisory committees for the Practising Law Institute and BNA Tax Management.

Mr. Wasserman holds a B.A from The University of California at Berkeley, and a J.D. from the University of California, Hastings College of Law.


Standard Rate: $99.00
Subscribers: FREE
Pillsbury U Online: $99.00


Course Code : 776312
Length : 1hr
Recorded Date : 4/24/2009
Format Type : Video

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