Avoiding Adverse Tax Consequences in Partnership and LLC Reorganizations

5 Pages Posted: 3 Jan 2014 Last revised: 7 Jan 2014

Bradley T. Borden

Brooklyn Law School

Brian O'Connor

Venable, LLP

Steven R. Schneider

Miller & Chevalier

Date Written: December 20, 2013

Abstract

This article examines the alternative forms available to merging tax partnerships and reveals how the different forms can affect the tax consequences of the parties to such a transaction. In particular, the article illustrates how parties should choose the proper form as needed to avoid adverse tax consequences and manage the bases of property and interests that they transfer or receive as part of a reorganization.

Keywords: partnership merger, partnership division, partnership consolidation, LLC merger and division, assets-up merger, assets-over merger

Suggested Citation

Borden, Bradley T. and O'Connor, Brian and Schneider, Steven R., Avoiding Adverse Tax Consequences in Partnership and LLC Reorganizations (December 20, 2013). Brooklyn Law School, Legal Studies Paper No. 363. Available at SSRN: https://ssrn.com/abstract=2374026 or http://dx.doi.org/10.2139/ssrn.2374026

Bradley T. Borden (Contact Author)

Brooklyn Law School ( email )

250 Joralemon Street
Brooklyn, NY 11201
United States

Brian O'Connor

Venable, LLP ( email )

United States

Steven R. Schneider

Miller & Chevalier ( email )

655 Fifteenth Street, N.W., Suite 900
Washington, DC 20005-5701
United States

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