3380 Taxation of Joint Venture and Partnership Mergers
Price: $ 119.00 (USD)
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You will receive 1.25 credits (CE) upon completion of this course.
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Course Description
Corporate tax attorneys discuss issues that arise in the formation, operation and termination of partnership joint ventures, mergers and divisions. Key tax-related provisions contained in joint venture agreements and the use of pass-through entities in mergers and acquisitions are highlighted in the discussion. The speakers provide practical attention to the regulations, administrative rulings and recent decisions governing these transactions.
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Course Outline
Taxation of Joint Venture and Partnership Mergers
I. Operating Business Partnerships
A. Rules Issues
B. Formation Issues
C. Contribution of Services
D. Does the Partnership Have Income?
E. Contribution of Non-Exclusive License
F. Contribution of Right to Future Improvements
G. Disguised Sales
H. Stepped-Up Basis Transactions
II. Partnership Mergers and Divisions
A. Defining a Partnership Merger
B. Assets-Over Merger
C. Assets-Up Merger
D. Interest-Over and No Form
E. Recalcitrant Partner
F. Rules for Handling Liabilities
G. Divisions
H. Division Example
III. Use of Pass-Through Entities in Mergers and Acquisitions
A. Introduction
B. Avoiding Risk of a Failed “A” Reorganization
C. Selective Consolidation
D. Sale of Foreign Subsidiary
E. Section 305(c)
F. UPREIT Structure
G. Down-REIT Structure
H. Selective Consideration (1)
I. Selective Consideration (2)
J. Mixing-Bowl Partnership
AfterWordsSM
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I. Operating Business Partnerships
A. Rules Issues
B. Formation Issues
C. Contribution of Services
D. Does the Partnership Have Income?
E. Contribution of Non-Exclusive License
F. Contribution of Right to Future Improvements
G. Disguised Sales
H. Stepped-Up Basis Transactions
II. Partnership Mergers and Divisions
A. Defining a Partnership Merger
B. Assets-Over Merger
C. Assets-Up Merger
D. Interest-Over and No Form
E. Recalcitrant Partner
F. Rules for Handling Liabilities
G. Divisions
H. Division Example
III. Use of Pass-Through Entities in Mergers and Acquisitions
A. Introduction
B. Avoiding Risk of a Failed “A” Reorganization
C. Selective Consolidation
D. Sale of Foreign Subsidiary
E. Section 305(c)
F. UPREIT Structure
G. Down-REIT Structure
H. Selective Consideration (1)
I. Selective Consideration (2)
J. Mixing-Bowl Partnership
AfterWordsSM
More Information
| Language | English |
| Course Length | 1.28 hours |
| Duration of Access | for 3 months from day of enrollment |
| Continuing Education Credits | 1.25 |
| Instructor | Hatef Behnia, George B. Javaras, Mark A. Kuller, Michael L. Schler |
| Vendor | Cognistar (Read more about Cognistar accreditation.) |
| Course Certification | CLE credit available, see details for each course for states where available |
| Prerequisites/Audience | intended for attorneys and law students |
| Requirements/Materials Included | computer with Internet access |
Price: $ 119.00 (USD)
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