Partnership Tax

Overview

Crowell’s tax practice regularly advises major corporations on partnership formation and structuring, including in connection with joint ventures and the use of partnerships, limited liability companies (LLCs), and disregarded entities in tax planning. We counsel funds and venture capital investors with regard to partnership taxation. Our work includes drafting LLC and partnership agreements, analyzing partnership allocations, and structuring "profits interest" or "carried interest" arrangements. We are familiar with the Centralized Partnership Audit Regime and the required amendments to partnership agreements under this regime.

We are skilled at:

Amending partnership and limited liability agreements to conform to changes required under the Centralized Partnership Audit Regime; advise on selection of Partnership Representative and draft the partnership’s agreement with the Personal Representative.
Representing clients in various industries, including government contracts, health care, financial services, and oil and gas, on the formation of joint ventures, and providing counsel on issues such as section 704(c) allocation methods, contribution of intangible property licenses, and guaranteed payments.
Drafting LLC and partnership agreements with "safe harbor" and "targeted capital account" provisions.
Counseling on structuring and issuance of equity compensation (such as profits interests) by partnerships.

Contact

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Christine K. Lane
Partner
She/Her/Hers
- Washington, D.C.
  - D | +1.202.624.2918
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Insights

Speaking Engagement | 10.05.21

"Partnerships: The New BBA Audit Regime Kicks into Gear," Crowell & Moring's Managing Tax Audits and Appeals Seminar 2021

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Representative Matters

Partnership Tax Planning

Represented a consortium of large financial institutions in the creation and structuring of a credit default swap clearinghouse structured as a partnership and analyzed deemed partnership issues.
Advised tax exempt and foreign investors in private equity and hedge funds on various tax consequences of their investments, including consequences of fee offset provisions and receipt of carried interests.
Represented hedge and private equity funds on formation issues, including preparation of private placement memoranda.