Up-C IPO Structure

Up-C IPO Structure


One form of a “supercharged” IPO, the tax structure known as an Up-C has become increasingly popular in instances where an LLC is being taken public, and the historical LLC owners can reap tax benefits from placing a newly formed C corporation on top of the LLC (which continues to operate the business) in the organization’s overall corporate structure.  Click here to see Waller’s bulletin on the matter which seeks to not only provide a primer on the Up-C structure, but also to update existing literature on the topic, by adding a discussion of the SEC’s November 1, 2016 no action letter relating to the Up-C structure, as well as the effects the JOBS Act’s amendments to Regulation A could have on smaller Up-C transactions.

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