Join us on Wednesday, September 2, 2026 from 11:30 AM - 12:30 PM for part three of our four-part webinar series on Roll-Up Strategy. This third session examines the practical tax, legal, and financial issues that arise when structuring rollover transactions and management equity incentives.

Rollover equity serves both as critical acquisition capital for buyers and as an important wealth-preservation and value-creation tool for selling founders and management teams. This session will explore how tax mechanics dictate buyer and seller economics, when gain can be deferred versus recognized, and how to structure alignment without triggering unintended tax consequences.

The session will combine technical tax analysis with practical transaction examples drawn from real-world rollover and management equity structures.

Register Here!

Key Topics Covered

• Rollover Equity as Acquisition Capital: Utilizing seller equity to optimize capital structures, preserve buyer cash, and align post-closing objectives.
• Entity-Driven Rollover Structures: Comparative analysis of rollover structures involving Partnership/LLC, S Corporation, and C Corporation platforms, including recent Section 1202 QSBS developments.
• Tax Basis Step-Up Value: Quantifying cash tax savings, buyer-specific basis value, and residual exit economics resulting from asset and partnership basis step-ups.
• F-Reorganizations & Subchapter S Constraints: Navigating F-reorganization mechanics, preserving tax deferral, and avoiding single-class-of-stock traps in non-pro-rata rollover structures.
• Management Equity & Incentive Alignment: Structuring profits interests, management incentive equity, and synthetic/phantom equity arrangements.
• Disguised Sale Risks & Closing Discipline: Managing Section 707 liability rules, critical tax elections, structuring deadlines, and transaction documentation requirements.

What You Will Learn

Attendees will leave with an actionable framework to:

• Identify tax-driven value opportunities for both buyers and sellers before LOI execution.
• Avoid significant structuring mistakes, including S corporation phantom-tax exposure, single-class-of-stock concerns, and broken control tests.
• Evaluate, structure, and negotiate rollover proposals across private equity, strategic acquisition, and family office transactions.

Who Should Attend

• Private equity professionals & corporate development executives
• Investment bankers & financial advisors
• Strategic buyers & family office deal teams
• Business owners and founders evaluating a transaction
• CFOs, transaction accountants, and M&A/transaction counsel