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Legal & Tax Implications of Business Trusts


Product Code - TMAU61
Speaker(s): Jessica R. Lubar, Laura S. Bouyea, Michael Leber 
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When should a business trust be your entity of choice?

A business trust is not a new form of entity; however, it has evolved over the years. Business trusts have been around since the 19th century as a creature of both common law and statute. A business trust is commonly described as an unincorporated business organization by which property is to be held and managed by trustees for the benefit of beneficial interest holders. Business trusts originated as a method for holding real property in certain states. Through the years, business trusts have been used for REITs, mutual funds and for asset protection purposes. However, outside of these uses, business trusts have not generally been included in the “choice of entity” analysis when new operating businesses or family-owned entities are formed. Because of changes in recent years to business trust statutes and to the tax treatment of business trusts, a business trust should now be considered as an entity of choice by many.

This webinar focuses on the tax and business characteristics of business trusts and how they fit into the menu of entity choices that businesses have on formation.

What will be covered:

This webinar provides participants with a conceptual understanding and practical application of the following:

1. Overview of Business Trusts 
    A. Origin 
    B. Forms of Business Trusts 
    C. Historical Uses of Business Trusts 
    D. Recent Changes
2. Income Tax Treatment 
    A. Classification of Trusts That Operate a Trade or Business as a Partnership or a Disregarded Entity (like an LLC) 
    B. Classification of Investment Trusts as Either Business Entities or Tax “Trusts”
3. Governance Issues
4. Asset Protection Characteristics 
    A. Treatment of Judgment Creditors 
    B. Treatment in Bankruptcy
5. Uses of Business Trusts 
    A. Real Estate Ownership (including REITs) 
    B. Family Entities 
    C. Closely-Held Businesses 
    D. Investment Entities

Jessica R. Lubar, Laura S. Bouyea, Michael Leber 

Jessica R. Lubar joined Rosenberg Martin Greenberg LLP in May 2010. Ms. Lubar advises clients on a broad array of tax, estate and business matters at the state, national and international levels. She has counseled business clients on real estate ventures, investments and disposition of assets, and counseled clients on tax planning and tax structures related to mergers and acquisitions.

In addition to her work on behalf of corporations, Ms. Lubar counsels individual and family clients on wealth management and estate planning, including succession issues for family businesses. She has also organized and advised tax-exempt entities such as private foundations, charities and trade associations, and represented them before the IRS.

Laura Bouyea is a member of the Venable LLP Business Division and focuses on bankruptcy and creditors' rights and commercial litigation. Ms. Bouyea has represented commercial creditors, bankruptcy trustees and individuals in a wide range of matters, including preference actions, fraudulent conveyance actions, contract disputes and the proof of claim process. She appears regularly before the United States Bankruptcy Court for the District of Maryland.

Ms. Bouyea is a member of the Maryland Bankruptcy Bar Association. She is also a member of the Executive Committee of the Lawyers' Campaign Against Hunger, an annual campaign supporting the Maryland and Capital Area Food Banks.

Michael Leber is a member of the Venable LLP Business Transactions group. Mr. Leber 's practice involves corporation and securities law, with a particular focus on Maryland corporation law as it relates to real estate investment trusts, registered investment companies and business development companies. In addition to transactional work involving equity and debt offerings and mergers and acquisitions, Mr. Leber advises clients on securities law reporting compliance and corporate governance matters.

Mr. Leber is a member of the Maryland State Bar Association and a member of the Committee on Corporation Law.