Sutherland lawyers have extensive experience with the issues affecting the formation, operation and dissolution of partnerships, both general and limited. We are frequently called upon to draft or review partnership agreements and related documents to ensure compliance with the complex rules for special allocations of tax benefits, proper maintenance of capital accounts, the proper treatment of appreciated or encumbered property contributed by or distributed to partners, and the classification of partnership debt for purposes of the allocation provisions. We have also provided extensive advice and opinions as to the classification of foreign and domestic entities for U.S. tax purposes. We have also participated as a member of professional groups and on behalf of clients in commenting on regulations under Subchapter K governing partnership matters.

In addition to advising with respect to partnerships formed to acquire or construct real estate projects, we have advised with respect to the specialized issues presented by partnerships formed through the contribution of assets that have values differing from their tax basis. Examples of such issues include mandated allocations to account for "book-tax disparity" and contribution-distribution scenarios that raise "disguised sale" questions. Ventures of this kind cover a diverse economic spectrum, and have involved natural resources, electric cogeneration operating facilities, soft-drink distribution, television and cable operations, and other traditional manufacturing, financial and sales businesses. In addition to insurance companies, pension funds, private investors and developers, our clients in some of these transactions have included Air Products, Coca-Cola Enterprises, First Financial Management Corporation, Northern Telecom, Hospital Corporation of America, Philip Morris and Procter & Gamble.