Moving away from the C-corporation: understanding REITs, MLPs, PTPs, and BDCs

Traditionally, most public companies in the US were organised as C-corporations. However, tax developments in recent years have given corporate planners a wide range of new tools to structure a public company. For example, tax pass-through MLP and REIT structures are spreading into new asset classes. Also, traditional double taxed ‘C’ corporations are using tax pass-through entities, including REITs and partnerships, to reduce or eliminate entity-level taxes as well as optimise their internal structures with tax ‘disregarded entities’. These new tools lead to a variety of tax choices in deciding how to structure a public company. During this briefing, which is intended for a general audience, the speakers will explain the structures, restrictions and pitfalls in this evolving hybrid world of C-corporations mixed with tax pass-throughs. Specifically, they will discuss: - master limited partnerships - REITs and alternative assets that may qualify as ‘real estate’ - using REITs to unlock real estate currently held in corporate form - Business development companies - Consolidated groups of corporations and disregarded entities - Up-C structures Speakers - Remmelt Reigersman, Morrison & Foerster - Tom Humphreys, Morrison & Foerster - Tom Young, IFLR (moderator)