Page 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 13 Page 14 Page 15 Page 1610 PARTNERSHIP TAX We address thorny questions relating to the allocation of tax benefits (including various tax credits), liquidation mechanics, the proper role of capital accounts and recourse and nonrecourse debt allocations. We assist with complex formation, allocation and distribution questions that arise under partnership and limited liability company (LLC) agreements. We counsel clients on the prudence of using partnerships, LLCs and other flow-through structures to administer their business objectives with particular experience with flow-through vehicles for the acquisition, development and operation of real estate, from both the developer and investor perspective. We provide the same counsel to oil and gas assets from the perspectives of the operator, working interest investor and royalty owner. MASTER LIMITED PARTNERSHIP TAX We are skilled at counseling on transactions involving master limited partnerships (MLPs) and other publicly traded partnerships and have been instrumental in this process since the inception of MLPs in the early 1980s. Our capabilities are nationally renowned for creating specific tax efficient structures for MLPs. We represent: • IPO issuers and underwriters • private equity • conflicts committees • financial advisors • institutional investors We assist our clients with: • qualifying income analyses • MLP capitalization issues (including “disguised sale” issues for the sponsor) • analysis of remedial allocations • tax shield projections • state income tax withholding issues