Partnerships, S Corps, & LLCs

Choosing a business structure is one of the most important tax decisions our clients make. Used properly, pass-through entities such as partnerships, S corps, and LLCs can provide significant tax advantages; the formation of these entities, however, requires careful planning and consideration.

Our Tax and Corporate & Securities attorneys have extensive experience in addressing choice-of-entity questions and regularly advise clients regarding the tax advantages and drawbacks of various business structures. We work to understand our clients’ objectives and develop strategies to achieve them in the most tax-efficient manner possible; this includes drafting and reviewing partnership and operating agreements to ensure that both current and future tax implications are considered. Our partner Steve Moore is one of the state’s leading attorneys on the Texas margin tax, and our focus in this area enables us to provide experienced advice regarding entity formation in Texas.

We regularly help entrepreneurs, early stage, and emerging companies position themselves for future growth, investment or acquisition. We also help established businesses restructure their operations to increase tax advantages. Drawing upon our substantial experience in international taxation, we have helped U.S. clients structure their foreign operations to minimize tax liabilities, and we have advised foreign nationals on tax opportunities in U.S. investment. We have a long history of representing the oil and gas industry in Texas and have a thorough understanding of the complex structures and tax regulations involved in those businesses, including the formation of master limited partnerships and the use of production payments.

Our attorneys have particular experience in crafting tax-efficient compensation strategies for partnerships and LLCs. For example, we have helped clients identify profits interest opportunities, enabling them to attract and compensate key investors. We also assist clients with the dissolution, transfer or sale of partnership interests. Members of our Wealth Planning group regularly assist clients with succession planning and the formation of family limited partnerships and companies.

As in other areas of tax law, the rules for pass-through entities change often. For example, the economic substance doctrine was codified recently, legislation has been proposed to change the way carried interest payments are treated, and series LLCs continue to receive more and more attention. We stay ahead of proposed changes and continually educate our clients about ways to maximize tax benefits while minimizing risks.

  • Represented clients in the creation and structuring of funds, including a $250 million private equity fund; fund squeeze-outs of founders; and all aspects of corporate, partnership and LLC transactions – roll-ups, divisions, acquisitions, and both taxable and tax-free reorganizations.
  • Represented client in the structure of multibillion-dollar partnership combination of two private enterprises.
  • Represented a $150 million privately held mineral and ranching company with restructuring, ancillary partnerships, and advising with respect to tax-free spinoffs, estate planning, and migration out of C corporation status.
  • Represented a $180 million privately-held aviation enterprise with presale preparation and proposed restructuring, including integrated estate and charitable planning.
  • Represented several-multimillion dollar S corps that had made various S corp missteps, requiring complete restructuring of company protocol.

Byron Egan

July 6, 2023
Speaking Engagements

Byron Egan to Speak at UT Law CLE’s LLCs, LPs and Partnerships Conference

Jackson Walker partner Byron F. Egan is scheduled to speak on the “Texas Two Step: What’s all the Fuss About?” at The University of Texas School of Law’s (UT Law CLE) 32nd Annual LLCs, LPs and Partnerships Conference on Thursday, July 13, 2023.

Byron Egan

June 28, 2023
Attorney News

Byron Egan Releases Fourth Edition of “EGAN ON ENTITIES” Highlighting Changes to the Texas Business Organizations Code and Delaware Business Entity Statutes

Jackson Walker partner Byron F. Egan, one of the industry’s leading authorities on choosing and leveraging entities to do business, has released his fourth edition of EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas, a comprehensive treatise on corporate, partnership, and limited liability company law.

March 6, 2023
Speaking Engagements

Ashley Withers to Present Tax Considerations for Structuring Deals at TexasBarCLE Course

Jackson Walker attorney Ashley P. Withers will present “Tax Considerations Behind Structuring a Deal” on Friday, March 10 at the TexasBarCLE’s 14th Annual Essentials of Business Law Course.

Tax deduction business planning

August 24, 2022
Speaking Engagements

“Structuring Divisive Mergers Under the Delaware and Texas Statutes”

Byron Egan, William Hornberger, and Machir Stull will join Cliff Ernst (McGinnis Lochridge) for a CLE webinar discussing divisive merger statutes on Wednesday, August 24. Presented by Strafford, the course will walk through how to structure a divisive merger and what the implications are for existing and future credit agreements and other contracts to which Delaware and Texas entities may be parties.

August 19, 2021
Attorney News

‘The Best Lawyers in America’ Honors 178 Jackson Walker Attorneys in 2022 Edition, Including 8 “Lawyers of the Year” and 31 “Ones to Watch”

The Best Lawyers in America has recognized 178 Jackson Walker attorneys across 6 offices and 67 specialty practice areas in its 2022 edition, including 8 Lawyers of the Year and 31 Ones to Watch. Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas.

Byron Egan Fast Takes

October 29, 2020

Byron Egan Discusses the Upcoming Release of EGAN ON ENTITIES Third Edition

For guidance on business entities in Texas and Delaware, look no further than Byron Egan, who literally wrote the book on choice of entity.

June 8, 2018

Byron Egan Releases Second Edition of “Egan on Entities”

Jackson Walker partner Byron F. Egan recently released the second edition of his treatise on business entities doing business in Texas entitled EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas, focusing on entities organized under the Texas Business Organizations Code and in Delaware.

May 1, 2018
Speaking Engagements

Byron Egan Speaks on Entities in Texas and Delaware for TexasBarCLE Course

“Restricting/Eliminating Fiduciary Duties in Texas and Delaware” focuses on LLCs in Texas and Delaware and also compares other entities since courts in LLC cases may refer to precedent regarding other entities.

April 6, 2017
Speaking Engagements

Michael Meskill Speaks at University of Texas Workshop for Startups and Entrepreneurs

Jackson Walker partner Michael Meskill spoke to a group of aspiring entrepreneurs about the legal mistakes that commonly plague startups.

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