Inter-Species Mergers: LLCs, C Corps, S Corps and More
The widespread use of different business forms – corporations, S Corps, LLCs and other pass-through entities – has led to the greater incidence of “inter-species” combinations. Either when clients want to rationalize various entities that have been created over time or in a formal combination of third party business, practitioners often face substantial tax and nontax uncertainty about exactly how two different species of entity are combined and with what tax effect. This program is designed as a guide to combining C Corps and S Corps with LLCs and other non-corporate forms, including discussions of entity and owner level tax treatment, non-tax considerations on the transfer of assets or ownership interests, and alternatives to formal combinations.
- Differences between corporate/corporate combinations and corporate/non-corporate mergers
- C Corp/LLC mergers and S Corp/LLC mergers
- Tax and non-tax considerations
- Asset v. equity combinations
- Entity v. owner level considerations
- Alternatives to formal combinations
Allen Sparkman is a partner in the Boulder, Colorado office of Sparkman Shaffer Perlick, LLP. He has practiced law for over thirty years in the areas of estate, tax, business, insurance, asset protection, and philanthropic planning matters for individuals, farmers, ranchers, businesses, and nonprofit organizations throughout the United States. Mr. Sparkman has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics. He is the Colorado reporter for State Limited Partnership Laws and State Limited Liability Company Laws. (both published by Aspen Law & Business). He has also served as president of the Rocky Mountain Estate Planning Council. Mr. Sparkman received his A.B. with honors from Princeton University and his J.D. with high honors from the University of Texas.
Micheal Hirschfeld is a partner in the New York office Derchert, LLP, where his practice includescorporate, internation, leasing, real estate, workouts, and partnership matters. He is the former Vice Chair for Committee Operations of the American Bar Association's Tax Section and a former Chair of its Real Estate Committee. He is a Fellow of the American College of Tax Counsel and a member of the American Tax Policy Institute. He is a frequent lecturer on tax planning, legislation, and other tax matters at virtually every major tax seminar in the United States and has written more than 50 articles fr the Journal of Taxation, The Journal of International Taxation, Taxes Magazine, Tax Times, Taxation for Accountants, The Real Estate Tax Digest, Tax Digest, and the Canadian Tax Journal. He is the co-author of Real Estate Limited Partnership (John Wiley & Sons, 1991). Mr Hirschfeld is listed in the The International Who's Who of Business Lawyers 2003 and The International Who's Who of Corporate Tax Lawyers (2nd ed.). He is an adjunct associate professor at New York University Real Estate Institute. He received his B.E.E., summa cum laude, from the City College of New York, his J.D., cum laude, from University of Pennsylvania Law School, and his LL.M. in taxatin from New York University School of Law.
