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LLPs and intangibles: avoiding traps in M&A and intra-group transfers

Gregory Price and Lucy Urwin (Macfarlanes) discuss the challenges of dealing with LLPs in the context of M&A and group reorganisations in light of recent case law.

M&A activity involving LLPs

Limited liability partnerships (LLPs) have been available to use in UK business structures for more than 20 years and as LLPs have become more familiar as a vehicle we have seen increased M&A activity involving the acquisition of LLPs or of corporate groups that contain LLPs.

Often the value of the business in question is driven by its intangible assets for instance professional services firms and their customer lists. On the acquisition of an LLP a purchaser may require the sellers to contribute to the LLP any relevant intangibles which are held elsewhere in the seller group but form part of the transaction perimeter. Purchasers may also wish to amalgamate the intangible assets of...

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