1-Hour Program

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Expert faculty panel will discuss the origins and history of tax receivable agreements (“TRAs”). They will provide background on the transactional context in which TRAs arise, how TRAs work, and the expected tax treatment of the holder and issuer of a TRA. They will conclude with a discussion on the secondary market for TRAs, including pricing and documentation considerations. 

The discussion will include:

  • Introduction
    • What is a Tax Receivable Agreement (5 minutes)
    • History of TRAs (5 minutes)
    • Exchange and Reorganization TRAs (including Up-C Transactions) (15 minutes)
    • Distribution (NOL) TRA (2 minutes)
  • TRA Mechanics
    • Walk-through of simple calculation and payment example (i.e., iterative nature) (7 minutes)
    • Principal Terms and market norms (8 minutes)
      • Sharing Percentages
      • CoC
      • Material Breach
      • Assignments
      • Payment Deferral
      • Amendments
    • Overview of the impact of changes in the tax law (5 minutes)
  • Secondary market considerations
    • Documentation considerations (8 minutes)
      • Assignability
      • Payment Deferral
      • Clawbacks
      • CoC
      • Breaches
      • Agency
      • Other provisions that impede monetization
    • Overview of Pricing (3 minutes)
    • Overview of purchase agreement considerations (2 minutes) 

Program Level: Overview

Prerequisites: None

Advanced Preparation: None




Benjamin J. Applestein

Deloitte Tax LLP


Saish Setty

Parallaxes Capital, LLC


Eric B. Sloan

Gibson, Dunn & Crutcher LLP



Credit Details

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