The tax law is often described as a seamless web, and it has never been enough for a transactional tax practice to know only corporate tax. That is never truer than today with the proliferation of joint ventures, general and limited partnerships and, especially, limited liability companies.
Our tax lawyers work with the full range of non-corporate entities classified as partnerships for tax purposes, including general and limited partnerships, LLCs and business trusts, as well as the use of disregarded entities in a wide variety of tax planning situations.
One of our partners has written a book “Limited Liability Companies and Limited Liability Partnerships” for Law Journal Press (available for a mere $269 at www.lawcatalogue.com!).
Our activities encompass a broad range of business transactions, including domestic and off-shore investment partnerships, private equity funds and exchange funds and partnerships or LLCs formed to conduct operating businesses. We have significant experience in partnership/LLC roll-ups and restructurings, including divisions and combinations and redemptions of partnership/LLC interests, and including restructurings in connection with loan workouts, in both a bankruptcy and a non-bankruptcy context.
We regularly deal with specialized tax problems of non-corporate entities, including income and loss allocations and withholding tax issues that arise for partnerships/LLCs with tax-exempt or foreign partners, disguised sales and built-in gains issues that arise when appreciated property is contributed to, or distributed by, a partnership/LLC, and problems relating to allocation of liabilities for basis purposes, including in loan workout situations.