Corpus

Upper Fund LP owns 80% of Lower Fund LP, which sold a portfolio company for $50M gain. Upper Fund's internal books showed $30M basis in its Lower Fund interest, but client sought to reconstruct basis from historical K-1s showing untracked Section 705(a)(1) income allocations and Section 752 liability allocations that could support materially higher basis and reduce gain on distribution.

Real estate partnership holding office building (FMV $30M, basis ~$38M, nonrecourse debt $50M) negotiated workout with lender. After learning COD income would trigger unfavorable minimum gain chargeback allocation, partnership pivoted from debt reduction to deed-in-lieu structure to convert $15M ordinary COD income into $12M capital loss under IRC § 7701(g).

Delaware general partnership with $180M in real estate assets and $140M nonrecourse debt converted to Delaware LLC via statutory conversion, maintaining identical ownership percentages (80% to 12 LPs, 20% to 2 GPs) and profit-sharing ratios. LPs held $8-10M built-in gains per unit from aggressive cost segregation depreciation.

Partnership holding appreciated commercial property ($8M basis, $25M FMV) with GP (30%) and three institutional LPs (70%) seeking divergent Section 1031 exchanges—GP targeting Denver multifamily, LPs targeting Phoenix industrial. Partnership executed swap-and-drop: exchanged into both properties, operated 18-24 months with preferential allocations giving each partner economic benefits tied to their preferred asset, then liquidating dissolution distributing properties along pre-negotiated lines.