All times are E.S.T.
Day One: 9:00 a.m. - 5:00 p.m. (E.S.T.)
Morning Session: 9:00 a.m. - 12:30 p.m. (E.S.T.)
9:00 Introduction and Opening Remarks
Leslie H. Loffman, Sanford C. Presant, Blake D. Rubin
9:15 Current Developments
- An overview of the impact of significant changes to the tax law over the last twelve months
- Recent legislation, case law, regulations and rulings
- How these changes impact your clients
- Washington insider’s look at what to expect from the new congress
Stefan F. Tucker
10:15 Partnership and LLC Introduction – Tax Allocations, Drafting Agreements, Joint Ventures, Real Estate Private Equity Funds – Today’s Transactional Tax Issues
- Target allocations
- How do you know your allocations work?
- Drafting partnership agreements – allocation and distribution provisions, tax distribution and savings clauses
- Current joint venture and fund deal terms – waterfalls, investor hurdles, carried interest and fees, clawbacks and their impact on drafting partnership agreements
- Structuring service partner interest grants and contributions – interests for services
- Tax-exempt investors and unrelated business taxable income
Leslie H. Loffman, James A. Lowy, Sanford C. Presant, Blake D. Rubin, Robert D. Schachat, Lary S. Wolf
11:15 Networking Break
11:30 Sophisticated Partnership Structures and Issues – Moving Property to and from Partnerships and REITs
- Contribution of property to partnerships (joint venture and UPREIT contributions and roll-ups)
- Picking the right section 704(c) method for your circumstances
- Dealing with partnership liabilities – nonrecourse debt, changes to bottom guarantee rules
- Disguised sales under section 707 and sections 704 (c)(1)(b) and 737
- Series LLCs and tiered partnerships
Leslie H. Loffman, James A. Lowy, Sanford C. Presant, Blake D. Rubin, Robert D. Schachat, Andrea Macintosh Whiteway, Lary S. Wolf
12:30 Lunch
1:45 Sophisticated Partnership Structures and Issues – Moving Property to and from Partnerships and REITs (Continued)
3:30 Networking Break
3:45 Real Estate Investment Trusts – What’s New in the REIT World & Non-Us. Investors Participating in Your U.S. Real Estate Deal
- Real Estate Investment Trusts – What’s New in the REIT World
- Alternative REITS – energy, golf course, etc.
- Transactions with a REIT – contributions of real estate in a tax efficient manner – issues and traps
- Public non-traded REITS
- Vehicles for tax exempts and non-U.S. investors
- Non-U.S. Investors Participating in Your U.S. Real Estate Deal
- Non-U.S. investors as your joint venture partners
- Withholding requirements
- Use of REITS and blocker entities
- Debt vs. equity structures and the portfolio interest exemption
- Impact of regulations under the Foreign Account Tax Compliance Act of 2009 (FATCA)
Michael Hirschfeld, Leslie H. Loffman, Sanford C. Presant, Emma Preston, Dianne Umberger, Lary S. Wolf
5:00 Adjourn
Day Two: 9:00 a.m. - 1:00 p.m. (E.S.T.)
9:00 Transactions Involving Real Estate – Practical Solutions to Everyday Problems
- Like-kind exchanges
- Reverse and related party exchanges, parking transactions, build-to-suit exchanges, tenancy-in-common issues
- Structuring like-kind exchanges involving partnerships where some partners want cash instead of property
- What are we seeing in the marketplace?
- Leasing transactions
- “True leases”
- Stepped or deferred rent
- Leasehold improvements; landlord work letters and other inducements
- Lease terminations
- Capital gain planning
- Dealer issues
- Converting ordinary income into capital gains
- Deferring gain recognition
- Small structuring steps that can have a major impact on your client’s transactions
Jill E. Darrow, Adam Handler, Sanford C. Presant, Blake D. Rubin, Robert D. Schachat
11:30 Networking Break
11:45 Workouts and Debt Restructuring
- Forgiveness of indebtedness
- Acquiring debt at a discount
- Working with lenders – forbearance and other debt modifications
- Dealing with underwater properties
Jill E. Darrow, Adam Handler, Robert D. Schachat, Bahar A. Schippel, James B. Sowell, Linda Z. Swartz
1:00 Adjourn
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.
PLI's Live Webcasts are approved for MCLE credit (
unless otherwise noted in the product description) in the following states/territories: Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana
1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York
2, Ohio
3, Oklahoma, Oregon*, Pennsylvania
4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia
5, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.
*PLI will apply for credit upon request.
Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.
1Indiana: Considered a distance education course. There is a 6 credit limit per year.
2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video programs or live webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
3Ohio: To confirm that the live webcast has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per biennial compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.
5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.
Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.