Joint Ventures, LLCs, and Partnership Tax

Tax planning, structuring, and compliance issues for domestic and foreign joint ventures structured as pass-through entities and US Partnerships under Subchapter K.

At Culhane Meadows we work with private, public, international, and domestic companies in structuring pass-through structures to accomplish diverse business goals. Your company may wish to enter into a cross-border manufacturing joint venture for a new product. Or a family-owned business may need to create multiple classes of ownership to accommodate different levels of economic or management interests and to provide risk management. A start-up company may elect to form an LLC taxed as a partnership to raise capital efficiently while allowing investors to take losses in the first years of operation. Our lawyers have worked as outside and in-house counsel on some industries’ most complex partnership tax structures.  But all of our lawyers are great teachers – making the complexities of partnership tax and intricacies of special allocations intelligible to clients and their accountants.

REPRESENTATIVE TRANSACTIONS:

  • Create complex pass-through holding company structure for national surgery center private venture. Structure roll-up and rollover transactions for the acquisition of existing surgery centers. Coordinate 721, 704(c), and 754 transactions for both newly formed entities, capital raises, and acquisitions of other pass-through companies.
  • Represent global private equity group structured as pass-through/LLC holding company structure in tax planning in multiple acquisitions. Coordinate teams on tax diligence, tax indemnities, and integration of both C corp and S corp structures through inversions and conversions into the existing complex holding company structure.
  • Represent national energy private equity group in partnership/LLC formation and acquisition planning in the context of regional and international energy equipment companies. Prepare plans for the integration of S corp and C corp targets into the pass-through structure both through deemed liquidations and through 338(h)(10) and synthetic 338(h)(10) plans
  • Create LLCs for diverse start-up and early stage capital companies in technology B2B, B2C companies, complex regional real estate ventures, and upstream energy companies. Structure multi-class entities with complex waterfalls and tax allocation provisions in compliance with the 704(b) safe harbors.
  • Advise and structure family limited partnership and family holding companies to invest in both passive and active ventures, coordinate estate planning goals, and provide for succession of management over time.
  • Structure international inbound investments in US LLCs and Joint Ventures through blocker companies to integrate foreign and domestic tax planning into existing US pass-through holding company structures.

ASSOCIATION MEMBERSHIPS:

  • Texas Bar Association – Tax Section
  • Houston Bar Association-Tax Section
  • New York Bar Association- Tax Section
  • New York City Bar Association- Tax Section

RECENT PRESENTATIONS:

  • Houston Society of CPAs Annual Meeting: Panelist presenting on MidMarket M&A Structuring for Pass-Through Companies.

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