Day One: 9:00a.m - 6:00p.m
9:00 Partnership Interest Basis Issues Including Allocating Liabilities Among Partners
Relevance of basis in partnership interest; equality of inside and outside basis; Sections 705 and 752; partnership interest distinguished from partner’s capital account; effects of contributions; effects of liabilities; effects of Peracchi; effects of income and loss; effects of distributions; ordering and timing rules; allocation schemes for recourse and nonrecourse liabilities; bottom-dollar guarantees; capital account deficit restoration obligations; capital contribution obligations; final regulations for DREs; contingent liabilities and “Son of Boss” regulations; recent Notices.
Speakers: Brian Knudson
10:00 Drafting Partnership Agreement Allocation and Distribution Provisions
Section 704(b); basic principles and relationship with Section 752; regulatory standards for allocations; substantial economic effect; deficit restoration obligations and other recourse assumptions; capital account maintenance; revaluations and book-ups; nonrecourse deductions and minimum gain attributable to nonrecourse liabilities; minimum gain chargebacks; partner nonrecourse debt; alternative test for economic effect; economic equivalence test; substantiality and related persons; PIP; ”targeted“ versus ”layercake“ allocations; at-risk and deficit restoration agreement; regulations on ”non-tax basis liabilities“; removal of the de minimis rule; joint ventures with tax-exempt investors; Series LLCs; planning strategies.
Speakers: Todd D. Golub, David S. Raab
11:00 Networking Break
11:15 Implications of Section 704(c) for Negotiating a Partnership Agreement
Book/tax disparities; statutory framework; mechanics of Section 704(c) and reverse Section 704(c) allocations; final and proposed regulations; the traditional method; ceiling limitation principles; traditional method with curative allocations; remedial allocation method; other reasonable allocation methods; anti-abuse principles; Notice 2009-70; remedials and related parties; planning concepts.
Speakers: Todd D. Golub, Beverly M. Katz
12:45 Partnership and LLC Compensatory Interests Including Options
Capital interests; profits interests; restricted versus unrestricted, Section 83(b) election; options; warrants; equity appreciation rights; consequences to all parties; gray areas; recent IRS releases; proposed regulations dealing with service partners; new focus on earned interests and possible “carried interest” legislation; effects of recent statutory amendments, proposed, temporary and new final regulations; Sections 409A and 457A.
Speakers: Julie A. Divola, Paul F. Kugler, Clifford M. Warren
2:00 Non-Compensatory Partnership Options, Convertibles, Recapitalizations, and Similar Transactions
Taxability of issuance, exercise and lapse of non-compensatory partnership options; definition of option, including options, warrants and conversion features of debt or preferred equity instruments; Section 704(b) and Section 704(c) consequences; basis issues; distinguishing compensatory from non-compensatory transactions; Section 708 and Section 752 impacts; proposed and final (hopefully) regulations; planning opportunities and strategies.
Speakers: David R. Haglund(invited), Brian Knudson
2:45 Transactions Between Partner and Partnership - Sections 707, 704(c)(1)(B) and 737
Statutory and regulatory framework of Sections 707, 704(c)(1)(B), and 737; planning techniques based on current law, including discussion of recent high-profile cases and examples; overview of proposed regulations under Sections 707, 704(c)(1)(B), and 737; planning implications of proposed regulations.
Speakers: Jennifer H. Alexander
4:00 Networking Break
4:15 "Topside" Planning for Private Equity and Hedge Fund Investments
Addressing topside planning for private equity and hedge fund investments, including the myriad passthrough, cross-border and other issues involved, including UBTI, ECI, FIRPTA, sovereign investors (Section 892), and exit planning.
Speakers: David H. Schnabel, Eric B. Sloan, Lewis R. Steinberg
5:15 The Application of Self-Employment Tax and the Net Investment Income Tax to LLC Members and Limited Partners
Current state of the law on the application of the self-employment tax to LLC members and limited partners; impact of the new Medicare tax on net investment income, planning opportunities.
Speakers: C. Wells Hall, III, Adrienne M. MikolashekDay Two: 9:00a.m - 6:00p.m
9:00 Sale, Exchange or Other Disposition of Partnership Interests; Partnership Distributions; Partnership Termination
Sections 741 and 751; unrealized receivables; inventory items; effect of liabilities; current distributions; distributions in complete liquidation of partner interest; post-distribution consequences to distributee; distributions involving partnership ordinary income property; partnership terminations and consequences; the Section 708 termination regulations, including planning strategies; planning to avoid termination.
Speakers: Stephen D. Rose
10:15 Adjustments to the Basis of Partnership Assets (Sections 734, 743 and 754)
Transfer of partnership interest; distribution of partnership assets; distribution to transferee-partner; effect of Section 1060; effect of Section 197 and the final regulations; planning opportunities and techniques involving making or not making the Section 754 election; final regulations under Section 755; effects of 2004 AJCA amendments, including proposed regulations on mandatory adjustments for built-in losses and contributions of built-in loss property.
Speakers: Andrew W. Needham, Dean S. Shulman, William P. Wasserman
11:15 Networking Break
11:30 Formation of Partnerships Including Joint Ventures of Operating Businesses
Treatment as partnership versus other arrangements; contributions of property, rights to use property and services; planning for transfers of intangibles under Section 197 in light of the final regulations, start-up costs, and deductibility of liabilities; contingent liabilities and trade or business exception to regulations; introduction to taxable transfers; partnership accounting methods, periods and issues; planning strategies.
Speakers: Keith E. Villmow
1:00 Hot Topics: The Government Perspective
Recent and pending developments in partnership taxation featuring Treasury and IRS attorneys.
Speakers: Craig A. Gerson, Stephen D. Rose, Eric B. Sloan, Clifford M. Warren, Curtis G. Wilson
2:00 Interesting Transactions
A discussion of recent and pending transactions that have used the tax rules applicable to partnerships and other pass-through entities in new and innovative ways during the past year. The panel will discuss specific deals and new trends in flow-through entity structures and transactions.
Speakers: Linda E. Carlisle, David B. Strong, Philip B. Wright
3:00 Partnership Mergers and Divisions
Final regulations; forms of partnership mergers; Assets-Over Form; Assets-Up Form; Interest-Over Form; effects under Section 752; buyout of a partner; merger or division as part of a larger transaction; forms of divisions; consequences under Sections 704(c)(1)(B) and 737.
Speakers: Blake D. Rubin
3:45 Networking Break
4:00 Tax Credit Partnerships
Section 45 production tax credit (PTC) for wind, biomass, geothermal, and other renewable resources; Section 48 investment tax credit (ITC) for solar; election to claim ITC instead of PTC; structures, including partnership “flip” structure and pay-go variation, sale-leaseback and inverted lease; impact of historic rehabilitation tax credit guidance in the wake of Historic Boardwalk Hall; recent legislative and administrative changes, including the “begun construction” requirement and related IRS guidance; the use of MLPs, REITs and Yieldcos; Washington update, including corporate tax reform and proposed changes to depreciation, PTC and ITC.
Speakers: Jeffrey G. Davis, Christopher T. Kelley, Sean Shimamoto
5:00 The Umbrellas of Subchapter K
An overview of the use of umbrella partnerships for UPREIT, UP-C and UP-PTP structures, including discussion of key features of such structures, terms of tax receivable agreements and tax protection agreements and tax issues raised by such structures and agreements.
Speakers: Richard J. Bronstein, Katharine P. MoirDay Three: 9:00a.m - 5:00p.m
9:00 Disregarded Entities: How Disregarded Are They
This session will review recent developments in the tax treatment of disregarded entities in different contexts, and identify the themes and principles that lead to sometimes consistent, and sometimes inconsistent, results.
Speakers: Stephen L. Gordon
9:45 Advanced and Cutting-Edge Topics in Subchapter K
This session will examine a range of issues arising in current transactional planning involving passthroughs, including intentionally taxable transactions, contingent liability structuring, and other cutting-edge strategies.
Speakers: Eric B. Sloan
10:45 Networking Break
11:00 Special Issues of Tiered Partnerships
Effects of tiering on Section 704(b) allocations, allocation of liabilities, mergers, Section 704(c) allocations, disposition of Section 704(c) property, special basis adjustments and other representative effects of tiered partnerships.
Speakers: Nadine A. Holovach, Arielle S. Krause
11:45 Economic Substance, Judicial Doctrines and Ethics
The impact on partnership and other transactions of recent judicial decisions, legislation, and administrative developments relating to economic substance and tax shelters and the codification of the economic substance doctrine, including the 2011 LB&I Directive; laying the groundwork for penalty defenses; Circular 230 and related ethical considerations that come into play in evaluating the difference between good tax planning and overly aggressive or even criminal tax advice.
Speakers: Edward M. Robbins, Jr., Steven R. Schneider
1:15 The Troubled Partnership - Workouts and Debt Restructurings
Distressed partnerships and the effect of debt modifications, debt workouts, and partnership bankruptcy proceedings on partners and creditors. Debt modification and amount and timing of cancellation of indebtedness (COD) income; differences between discharge/workouts of recourse and non-recourse indebtedness; effect of COD income recognized by a disregarded entity; allocation of COD income; strategies to mitigate the effects of COD income; disappearing debt in partnership transactions; passive activity and at-risk implications; Rev. Proc. 2009-37; partner-level deductions for worthlessness and abandonment; timing of losses for lenders; final regulations under Section 108(e)(8).
Speakers: Adam M. Handler, James M. Lowy, Bahar A. Schippel
2:15 Advanced Section 752: Planning
Building on the introduction to Section 752 (on Day One) and exploring the complexities arising from the Section 752 regulations and the perils and opportunities they create; recent transactions and cases in which the Section 752 regulations feature prominently.
Speakers: Blake D. Rubin
3:00 Networking Break
3:15 Structuring Private and Publicly-Traded Partnerships in the Oil and Gas Industry
Treatment as a partnership versus other arrangements; the election out of subchapter K under Section 761; use of tax partnerships to solve oil and gas tax issues in contractual joint ventures; unique tax concepts in oil and gas partnerships; Section 613(A)(c)(7)(D); qualification as a publicly-traded partnership under Section 7704 with a focus on Section 7704(d) and “qualified income.”
Speakers: John T. Bradford, Jordan H. Mintz
4:00 International Joint Venture Issues
General review of benefits/detriments in using U.S. or foreign tax partnership vs. corporate structure in outbound/inbound joint ventures; formation, operation and termination of joint venture; foreign tax credit; tax treaty and Subpart F and withholding tax issues; Section 894(c), foreign partnership reporting rules; foreign currency under Section 987, conversion issues and Rev. Ruls. 99-5 and 99-6; planning opportunities with hybrids, including check and sell.
Speakers: James P. Fuller, Marjorie A. Rollinson, Christopher Trump