Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.
Day One: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Investment Adjustments and Related Issues
Overview of special adjustments to stock basis of subsidiary members of consolidated groups along with detailed examples of more complex situations, including: pitfalls related to excess loss accounts; earnings and profits tier-up rules; special basis and earnings and profits rules related to reverse acquisitions and holding company formations; allocation of items when group members join or depart
Krishna P. Vallabhaneni [Attorney-Advisor, Department of the Treasury], William S. Dixon, Joseph M. Pari, Patricia W. Pellervo, Mark J. Silverman
10:45 Networking Break
11:00 Affiliation, Reverse Acquisitions and Accounting Issues
The affiliation provisions of Section 1504 and the group continuation rules of Treas. Reg. section 1.1502-75, including: review of the statutory requirements for affiliation, the application of the 80 percent voting power requirement, the decision in Alumax Inc. v. Commissioner, the effect of bankruptcy proceedings on affiliation, and the impact of the economic substance doctrine of Section 7701(o) on affiliation status; the application of Section 1504(a)(3) to a consolidated group and successor corporations
Gerald B. Fleming [Senior Technician Reviewer (Corporate, Branch 2), Internal Revenue Service], Kathleen L. Ferrell, Martin Huck, Thomas F. Wessel
12:30 “Picnic Lunch” Presentation: Current Developments at the Treasury Department
Lisa M. Zarlenga, Tax Legislative Counsel, Department of the Treasury
Afternoon Session: 2:00 p.m. - 5:00 p.m.
2:00 Intercompany Transactions
Review the basic rules for taking into account items from intercompany transactions, and explore their application in light of recent guidance that highlights important issues, including practical issues, emphasizing transactions that typically occur in large consolidated groups, as well as practical approaches to dealing with potential complexity; common “traps for the unwary”; potential solutions and identification of recent government trends
Lawrence M. Axelrod [Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service], Bryan P. Collins, Andrew J. Dubroff, Gordon E. Warnke, Michael J. Wilder
3:30 Networking Break
3:45 Intercompany Transactions (Continued)
5:00 Adjourn
Day Two: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Acquisition and Separation Issues in Consolidation
Proposed legislative changes that may impact acquisition and separation transactions, including the possible elimination of the section 356(a)(2) boot within gain rule and the possible repeal of section 351(g), nonqualified preferred stock; recent revisions to section 304(a)(2), redemptions by foreign subsidiaries; codification of economic substance and recent court decisions and their impact on the consolidated return regulations; Section 355 developments; recent developments in the area of step transactions
Stephen L. Gordon, Mark J. Silverman, Eric Solomon, Karen Gilbreath Sowell, Robert H. Wellen
10:30 Networking Break
10:45 Tax Attributes and Consolidation
The complex interaction of the consolidated return regulations with other provisions limiting or otherwise addressing the use of tax attributes, including: the effect of section 382 on separate and consolidated tax attributes, limitations imposed under the separate return limitation (SRLY) rules, and the reduction of consolidated tax attributes resulting from cancellation of indebtedness; common pitfalls to avoid and ameliorative planning techniques will be discussed
William D. Alexander [Associate Chief Counsel (Corporate), Internal Revenue Service], Stuart J. Goldring, Mark R. Hoffenberg, Richard F. McManus, Bernita L. Thigpen
12:30 Lunch
Afternoon Session: 2:00 p.m. - 5:00 p.m.
2:00 Unified Loss Rules
Discussion of disallowance of realized losses (which may or may not be true economic losses), “son of mirror” transactions, loss duplication, attribute reduction, traps for unwary buyers and sellers in M&A transactions, and liquidation of insolvent subsidiaries
Marc A. Countryman, Michael L. Schler
3:30 Networking Break
3:45 Consolidated Group Joint Ventures, Including One-Party Limited Liability Companies (LLCs)
Issues arising from the use of disregarded entities and tax partnerships in the transactional setting and within the consolidated group context, including financial distress issues, entity conversion issues, corporate reorganization issues, and more
Robert J. Crnkovich, Aaron P. Nocjar
5:00 Adjourn
Chairperson(s)
Speaker(s)
Lawrence M. Axelrod ~ Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service
William S. Dixon ~ Managing Director, Mergers & Acquisitions, Citigroup Global Markets Inc.
Gerald B. Fleming ~ Senior Technician Reviewer (Corporate, Branch 2), Internal Revenue Service
Krishna P. Vallabhaneni ~ Attorney-Advisor (Tax Legislation); Office of the Tax Legislative Counsel, U.S. Department of the Treasury
Program Attorney(s)
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
The New York Hilton & Towers1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is 0495741. You can also
make reservations online to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: res.ny@warwickhotels.com
Sheraton New York Hotel & Towers, 811 7th Avenue, New York, NY 10019, 1-800-325-3535 or (212) 581-1000. When calling, please mention Practising Law Institute and mention SET#311155. You may also book
online.
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