Extract to table

The interposition of GP Intermediate is motivated by governance, regulatory, and liability management considerations rather than tax considerations; its status as a disregarded entity means it does not independently affect the Section 704(b) or 704(c) analysis, although it adds a tier to the overall structure that must be considered for purposes of the tiered partnership rules discussed in Section VII

Exceptions and Limitations Although Section 721 provides a broad nonrecognition rule, several exceptions and limitations must be considered in the context of the Restructuring

In the context of the Restructuring, we must consider whether any distributions or payments to the departing principals (Kellner and Trask) could be recharacterized as disguised sales

However, we must examine whether the separation payments could be viewed as part of an integrated transaction involving the contributions by Aldridge, Narayanan, and Hsiao

The partnership must maintain capital accounts for each partner in accordance with the rules set forth in Treasury Regulations Section 1

Capital accounts must be adjusted to reflect contributions, distributions, and allocations of income, gain, loss, and deduction