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Structuring Waterfall Provisions in LLC and Partnership Agreements

Identify and describe the moving parts of a business deal in ways that will allow your clients to make intelligent decisions about the design of the deal.

I have a mantra. It is that all business deals have to address certain questions: what goes in, what goes out, who calls what shots, what is expected of the parties, and what happens when (not if) the business deal comes to an end. This topic deals mainly with describing what goes out. It touches on the other aspects of the mantra as well and you will recognize and be able to formulate a business deal in terms other than eye of newt, and toe of frog, wool of bat, and tongue of dog. Thus, you will be able to identify and describe the moving parts of a business deal in ways that will allow your clients to make intelligent decisions about the design of the deal.

Runtime: 92 minutes
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

The Simple Model-the Simple Model Reflects the Motto of the Three Musketeers: All for One, One for All; Very Few Real Life Ventures Actually Reflect This Motto

What Goes in

  • Cash-We All Know What That Is and How to Value It, but What About Timing and Failure to Honor the Deal
  • Property-Valuation and Timing Again, but Also, Perhaps, Ancillary Issues Such as Title and Other Warranties
  • Services-This Is the Most Slippery of All; Valuation, Timing, Adequacy of Performance, All Have to Be Addressed

What Goes out

  • What Goes out Is Differential--Not All Partners Are Created Equal
  • Allocations-Timing and Amounts; Specifically, We Will Be Addressing Issues Related to IRC § 704(b) and Its Affect Upon Capital Account Maintenance
    • Builtin Gain/Loss Allocations
    • Disguised Sale Issues
  • Cash-Always a Matter Close to the Hearts of Clients
  • Guaranteed Payments Under IRC § 707; This Is Not Part of the IRC § 704(b) Equation
  • Tax Distributions-There's Always a Third-Party Who Is Not a Signatory to the Deal
    • How Treated: Loans or Advances
    • How Calculated
  • Liquidation Preferences

What Is Expected of the Parties

  • Management Agreements
  • Dilution Provisions-What If Contribution Obligations Are Not Meet in a Timely Manner

The End of the Business Deal

  • Natural End
  • Breach and Alleged Breach End
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Webinar

This course was last revised on January 28, 2020.

Call 1-866-352-9540 for further credit information.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

Audio & Reference Manual

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

MP3 Download

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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More Program Information

Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Stuart Levine

Law Offices of Stuart Levine, LLC

  • Was the chair of the special committee on Limited Liability Companies established by the sections of taxation and business law of the Maryland State Bar Association, which drafted the Maryland Limited Liability Company Act and subsequent amendments thereto; co-chair of the Prototype Drafting Project of the Limited Liability Subcommittee of the committee on partnerships and unincorporated businesses of the A.B.A. Section of Business Law which drafted the Prototype Limited Liability Company Act
  • Was also a member of the task force on Limited Liability Companies established by the A.B.A. Section of Taxation and is the past chair of the Subcommittee on Limited Liability Companies and Entity Classification of the committee on partnership taxation of the A.B.A. Section of Taxation
  • Had principal drafting responsibility for the comments submitted by the A.B.A. Section of Taxation to the Internal Revenue Service on the entity classification (the “check-the-box”) regulations
  • Has written or co-written numerous professional articles, on tax and business topics and is one of the co-authors of the Maryland Limited Liability Company Forms and Practice Manual, published by Data Trace Legal Publishers, Inc
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Product ID: 406838
Published 2020
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