Seminar  Program

Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2018


Select a Location:

Why You Should Attend
This three-day program has been designed to ensure that all attendees will benefit, from beginners to experts. The first two days will present a logical and comprehensive study of the basic framework and many important intricacies of Subchapter K, an area of the tax law that many believe can be understood only in its totality. The third day will focus on the application of partnership taxation to specific industries, including oil and gas, hedge funds and private equity funds. Throughout this intensive program, emphasis will be given to legislative, regulatory and judicial developments in Subchapter K, including the impact of the Tax Cuts and Jobs Act, as well as important partnership transactions, controversies and trends.  For some of the more advanced topics, the faculty will be joined by panelists from the IRS and Treasury.

Topics Include
• Overview of partnership income taxation’s place in the overall U.S. tax regime
• Effects of recent or proposed tax legislation, including the Tax Cuts and Jobs Act, and pending regulatory
   proposals
• The benefits and detriments of choosing the partnership form
• Partnership interest basis issues, including allocation of liabilities
• Drafting partnership agreement allocation and distribution provisions
• Formation of partnerships, including joint ventures of operating businesses
• Partnership mergers and divisions
• Partnership audit rules
• International joint venture issues and planning
• Private equity passthrough investments
• Hedge fund structures and tax planning for managers and investors
• Publicly traded partnerships and the rules of Section 7704
• Economic substance, judicial doctrines and ethics issues

Credit Offered: CLE, CPE, IRS-CE and CPD

Special Features
• New Session: Negotiating the purchase/sale/admission/redemption of a partnership interest
• Panel on interesting partnership transactions of the past year
• Session featuring IRS and Treasury representatives on the government perspective on key partnership issues

The faculty will consist of both inside and outside tax counsel with special expertise in the transactional aspects of structuring partnerships, joint ventures and other strategic alliances, both domestic and foreign. For some of the more advanced topics, the faculty will be joined by panelists from the IRS and Treasury. Many of the faculty have significant teaching experience and will adopt an approach designed to enable attendees to progress rapidly from an elementary understanding of the rules to the cutting-edge of the most complex of current transactional issues.

Program Level – Overview
Intended Audience - Law firm and accounting firm professionals, in-house tax professionals and government attorneys who want to study the intricacies of Subchapter K and the application of partnership taxation to specific industries.
Prerequisites – An interest in exploring the legislative, regulatory and judicial developments in Subchapter K and important partnership transactions, controversies and trends.
Advanced Preparation – None


PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Day One: 9:00 a.m. - 6:00 p.m.

9:00 Opening Remarks
Stephen D. Rose, Eric B. Sloan, Clifford M. Warren [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service]

9:15 Subchapter K: “The Big Picture”
Overview of how partnership income taxation fits into the overall U.S. tax regime and how and why partnership taxation evolved, or perhaps devolved, from a relatively simple legal framework to a complex and highly technical set of rules; introducing themes that are further developed throughout the program, including entity versus aggregate approaches; planning considerations associated with using a partnership for business or investment, the formation, operation and liquidation of a partnership and the impact of the Tax Cuts and Jobs Act on these considerations
Stephen D. Rose, Eric B. Sloan, Clifford M. Warren [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service]

10:15 The Basics of Basis (not including liabilities)
Inside and outside tax basis, the calculation of outside basis, focusing principally on Sections 705 and 704(d), and addressing the importance of section 706 in determining the basis on sale of all or a portion of an interest
Martin D. Pollack, James G. Tod

11:00 Networking Break

11:15 Allocation and Distribution Provisions
The operation of the Section 704(b) substantial economic effect regulations, including economic effect equivalence, and “partner’s interests in the partnership,” as well as the rules governing nonrecourse and partner nonrecourse deductions, contemporary approaches to drafting partnership allocation provisions, including the various approaches to both allocation- and distribution-driven agreements, with a focus on how these agreements work in practice
Todd D. Golub, Karen Lohnes

12:45 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room.

Afternoon Session: 1:15 p.m. – 6:00 p.m.

1:15 Advanced Basis Issues: Impact of Liabilities
The complexities arising from the Section 752 regulations as applied to recourse and nonrecourse debt, as well as the perils and opportunities they create; recent regulations, transactions, and cases in which the Section 752 regulations feature prominently
Howard E. Abrams

2:45 Section 704(c): Operations and Implications for Negotiating a Deal and Drafting a Partnership Agreement
Book/tax disparities and how the partnership tax rules, before and after the Tax Cuts and Jobs Act, deal with these differences through the mechanics of Section 704(c) and reverse Section 704(c) allocations: the traditional method, ceiling limitation principles, traditional method with curative allocations, remedial allocation method, various operating rules in the Section 704(c) regulations, Section 704(c)(1)(C); anti-abuse provisions, tax distribution considerations, and planning concepts
Ari Berk, Afshin Beyzaee

4:15 Networking Break

4:30 Sale, Exchange or Other Disposition of Partnership Interests; Partnership Distributions; Partnership Terminations
Determining the amount and character of gain or loss from the sale or exchange of a partnership interest under Sections 741 and 751, recently proposed regulations on partnership unrealized receivables and inventory items; the effect of liabilities on such calculations; current distributions, distributions in complete liquidation of a partner’s interest, post-distribution consequences to the distributee; partnership terminations under Section 708 and planning strategies
Stephen D. Rose

6:00 Adjourn

Day Two: 8:30 a.m. - 6:00 p.m.

8:30 Transactions Between Partner and Partnership – Sections 707, 704(c)(1)(B), 731, and 737
The panel will provide a general overview and discuss traps for the unwary and potential opportunities regarding the “anti-deferral” rules – the rules designed to address “disguised sales,” “mixing bowl transactions,” distributions of marketable securities by partnerships, and disproportionate distributions of ordinary and capital assets
Glenn E. Dance, Phillip Gall

9:45 Adjustments to the Basis of Partnership Assets (Sections 734, 743 and 754)
Application of the aggregate and entity theories of partnership tax in determining the basis of partnership property for transfers of partnership interests and distributions of partnership assets; the effect of Sections 1060 and 197, the impact of regulations implementing the 2004 AJCA amendments and statutory changes made in the recently enacted tax reform bill
Glenn E. Dance, Stuart L. Rosow, William P. Wasserman

11:00 Networking Break

11:15 Advanced Topics in Joint Venture Formations
Strategies for formations of operating partnership joint ventures, including qualification for the new pass-through regime in Section 199A and planning considerations involving Section 197 intangibles, new Section 168(k), the limitation on the deductibility of business interest in new Section 163(j), and contingent liabilities
Phillip Gall, Donald E. Rocap

12:15 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room.

Afternoon Session: 12:45 p.m. – 6:00 p.m.

12:45 Partnership Mergers and Divisions
The regulations governing partnership mergers and divisions and the concepts of assets-over, assets-up and interest-over; the effects under Section 752; a merger or division as part of a larger transaction, forms of divisions and consequences under Sections 704(c)(1)(B) and 737
Blake D. Rubin

1:45 Compensatory Interests and Other Arrangements Including Options and Phantom Equity
Use of partnership equity for compensation, such as profit interests and capital interests, options, warrants, and equity appreciation rights, restricted versus unrestricted; the extent to which Section 83 applies, proposed regulations dealing with service partners, and possible “carried interest” legislation, management fee waivers Sections 409A and 457A and the impact of tax reform
Julie A. Divola, Samuel T. Greenberg, Clifford M. Warren [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service]

2:45 New Session: Negotiating the Purchase/Sale/Admission/Redemption of a Partnership Interest
The practical aspects of purchasing and selling, and redeeming partnership interests, drawing on the technical discussions in other panels, we will focus on the relevant issues to consider and negotiate, addressing market practice and discussing the nuances of deal terms and specific contract language
Rachel D. Kleinberg, Benjamin H. Rippeon

3:45 Networking Break

4:00 Interesting Partnership Transactions
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, including discussion of specific deals and new trends in flow-through entity structures and transactions, and whether such (and future) transactions may be impacted by the recent Tax Cuts and Jobs Act
Dr. Daniel Z. Altman, Kathleen Saunders Gregor, Diana L. Wollman

5:00 Looking Into the Crystal Ball: Practitioners Perspective on Anticipated TCJA Guidance
Discussion of recent and pending developments in partnership taxation, including recent cases and plans for future guidance, including guidance under the Tax Cuts and Jobs Act
Clifford M. Warren [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service], GlennE. Dance, Stephen D. Rose, Eric B. Sloan

6:00 Adjourn

Day Three: 8:30 a.m. - 5:30 p.m.

8:30 New Partnership Audit Rules
The rules governing partnership tax audits introduced by the Bipartisan Budget Act of 2015, the many issues they raise, and discussion of what needs to be done now in drafting partnership agreements and disclosure documents
Glenn E. Dance, Todd Gluth, Bahar A. Schippel, Clifford M. Warren [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service]

9:15 International Joint Venture Issues
Impact of the passage of the Tax Cuts and Jobs Act on the choice to conduct business using a domestic or foreign partnership in both the outbound and inbound context, including issues related to the formation, operation and termination of the business
Paul W. Oosterhuis, Christopher Trump, Daniel M. McCall (Invited) [Deputy Associate Chief Counsel (International-Technical), Internal Revenue Service]

10:45 Networking Break

11:00 Private Equity
Basics of private equity structures, topside planning to accommodate the tax objectives of fund managers and investors, including issues raised in cross-border investing, such as UBTI, ECI, FIRPTA, sovereign investors (Section 892), with discussion of recent changes to the Code, and transaction and exit planning
Katharine P. Moir, Eric B. Sloan

12:00 Hedge Funds
Hedge fund structures, such as master-feeder and parallel funds, structures for managers, and "side pockets"; tax planning for both managers and investors; Section 704(b) book allocations; Section 704(c) tax allocations and methods, including "stuffing allocations"; investment expenses, operational considerations, the "trading for one's own account" rules, tax withholding, publicly traded partnership issues, and partnership audit procedures as applied to hedge funds
Philippe Benedict

1:00 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room.

Afternoon Session: 1:30 p.m. – 5:30 p.m.

1:30 Publicly Traded Partnerships
Rules of Section 7704, such as qualifying income; complex operational considerations for PTPs, such as basis adjustments under Section 754, Section 704(c) allocations, and the concept of fungibility; and the effects of tax reform on publicly traded partnerships, such as the application of the 20% qualified business income deduction to PTPs, the treatment of the sale of partnership interests as ECI, and the changing dynamics of the corporation vs. partnership proposition
James Chenoweth, Glenn E. Dance, Amy L. Sutton

2:15 Oil and Gas Industry
An introduction to the rules and concepts governing oil and gas transactions, including Section 613(A)(c)(7)(D); treatment as a partnership versus other arrangements; election out of subchapter K under Section 761; use of tax partnerships to solve oil and gas tax issues in contractual joint ventures
Kevin M. Richards

3:15 Networking Break

3:30 The Umbrellas of Subchapter K
Use of “umbrella” partnerships for UPREIT, UP-C and UP-PTP structures; key features of these structures, including tax receivable agreements and tax protection agreements; tax issues raised by these structures; and impact of tax reform
Benjamin J. Applestein, John C. Hart

4:30 Economic Substance, Judicial Doctrines and Legal Ethics
Impact on partnerships of recent judicial decisions, legislation, and administrative developments relating to economic substance, tax shelters and the codification of the economic substance doctrine, including LB&I Directives; penalty defenses, rules of professional responsibility and conduct, including 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
Wendy Abkin, Bradley M. Seltzer

5:30 Adjourn

Co-Chair(s)
Stephen D. Rose ~ TPG Global
Eric B. Sloan ~ Gibson, Dunn & Crutcher LLP
Clifford M. Warren ~ Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service
Speaker(s)
Wendy Abkin ~ Morgan, Lewis & Bockius LLP
Howard E. Abrams ~ William K. Jacobs, Jr., Visiting Professor of Law, Harvard Law School
Dr. Daniel Z. Altman ~ Sidley Austin LLP
Benjamin J. Applestein ~ Deloitte Tax LLP
Philippe Benedict ~ Schulte Roth & Zabel
Ari Berk ~ Deloitte Tax LLP
Afshin Beyzaee ~ DLA Piper LLP
James Chenoweth ~ Gibson, Dunn & Crutcher LLP
Glenn E. Dance ~ Grant Thornton LLP
Julie A. Divola ~ Pillsbury Winthrop Shaw Pittman LLP
Todd Gluth ~ Cooley LLP
Samuel T. Greenberg ~ Munger, Tolles & Olson LLP
Kathleen Saunders Gregor ~ Ropes & Gray LLP
John C. Hart ~ Simpson Thacher Bartlett LLP
Rachel D. Kleinberg ~ Davis Polk & Wardwell LLP
Daniel M. McCall ~ Deputy Associate Chief Counsel (International-Technical), Internal Revenue Service
Katharine P. Moir ~ Simpson Thacher & Bartlett LLP
Paul W. Oosterhuis ~ Skadden, Arps, Slate, Meagher & Flom LLP
Martin D. Pollack ~ Weil, Gotshal & Manges LLP
Benjamin H. Rippeon ~ Gibson, Dunn & Crutcher LLP
Donald E. Rocap ~ Kirkland & Ellis LLP
Stuart L. Rosow ~ Proskauer Rose LLP
Bahar A. Schippel ~ Snell & Wilmer L.L.P.
Bradley M. Seltzer ~ Eversheds Sutherland (US)LLP
Amy L. Sutton ~ Deloitte Tax LLP
James G. Tod ~ KPMG LLP
Christopher Trump ~ Deloitte Tax LLP
William P. Wasserman ~ William P. Wasserman, a Professional Corporation
Diana L. Wollman ~ Cleary Gottlieb Steen & Hamilton LLP
Program Attorney(s)
Stacey L. Greenblatt ~ Senior Program Attorney, Practising Law Institute

San Francisco Seminar Location

PLI California Center, 685 Market Street, San Francisco, California 94105. (800) 260-4754.

San Francisco Hotel Accommodations

Park Central Hotel, 50 Third Street, San Francisco, CA 94103. 415-974-6400. When calling, please mention PLI and SET#287179. In addition, you may book online at Park Central Hotel PLI.

Omni Hotel San Francisco, 500 California Street, San Francisco, CA 94104. 415-677-9494.  When calling, please mention Practising Law Institute.  You may also book online at PLI Omni 2018.

Due to high demand we recommend reserving hotel rooms as early as possible.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live seminars qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

California:  PLI’s live seminars qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Illinois: All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Iowa:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Kansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Louisiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Maine:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Minnesota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Mississippi:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Missouri:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Montana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nebraska:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nevada:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Mexico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

North Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars

North Dakota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Ohio:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oklahoma:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Puerto Rico:  All PLI products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Rhode Island:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

South Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Tennessee:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Vermont:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live seminars qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

West Virginia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wisconsin:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wyoming:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live seminars qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live seminars qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC): PLI’s live seminars can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live seminars qualify as “live” credit. There is no limit to the number of points an attorney can earn via live seminars.

United Kingdom (CPD-UK):  PLI’s live seminars can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live seminars qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via live seminars.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE): PLI’s live seminars may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live seminars may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live seminars may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live seminars may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live seminars qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live seminars qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live seminars may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live seminars may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live seminars may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live seminars may fulfill CFP credit requirements.

 

Why You Should Attend
This three-day program has been designed to ensure that all attendees will benefit, from beginners to experts. The first two days will present a logical and comprehensive study of the basic framework and many important intricacies of Subchapter K, an area of the tax law that many believe can be understood only in its totality. The third day will focus on the application of partnership taxation to specific industries, including oil and gas, hedge funds and private equity funds. Throughout this intensive program, emphasis will be given to legislative, regulatory and judicial developments in Subchapter K, including the impact of the Tax Cuts and Jobs Act, as well as important partnership transactions, controversies and trends.  For some of the more advanced topics, the faculty will be joined by panelists from the IRS and Treasury.

Topics Include
• Overview of partnership income taxation’s place in the overall U.S. tax regime
• Effects of recent or proposed tax legislation, including the Tax Cuts and Jobs Act, and pending regulatory
   proposals
• The benefits and detriments of choosing the partnership form
• Partnership interest basis issues, including allocation of liabilities
• Drafting partnership agreement allocation and distribution provisions
• Formation of partnerships, including joint ventures of operating businesses
• Partnership mergers and divisions
• Partnership audit rules
• International joint venture issues and planning
• Private equity passthrough investments
• Hedge fund structures and tax planning for managers and investors
• Publicly traded partnerships and the rules of Section 7704
• Economic substance, judicial doctrines and ethics issues

Credit Offered: CLE, CPE, IRS-CE and CPD

Special Features
• New Session: Negotiating the purchase/sale/admission/redemption of a partnership interest
• Panel on interesting partnership transactions of the past year
• Session featuring IRS and Treasury representatives on the government perspective on key partnership issues

The faculty will consist of both inside and outside tax counsel with special expertise in the transactional aspects of structuring partnerships, joint ventures and other strategic alliances, both domestic and foreign. For some of the more advanced topics, the faculty will be joined by panelists from the IRS and Treasury. Many of the faculty have significant teaching experience and will adopt an approach designed to enable attendees to progress rapidly from an elementary understanding of the rules to the cutting-edge of the most complex of current transactional issues.

Program Level – Overview
Intended Audience - Law firm and accounting firm professionals, in-house tax professionals and government attorneys who want to study the intricacies of Subchapter K and the application of partnership taxation to specific industries.
Prerequisites – An interest in exploring the legislative, regulatory and judicial developments in Subchapter K and important partnership transactions, controversies and trends.
Advanced Preparation – None


PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Day One: 9:00 a.m. - 6:00 p.m.

9:00 Opening Remarks
Stephen D. Rose, Eric B. Sloan, Clifford M. Warren [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service]

9:15 Subchapter K: “The Big Picture”
Overview of how partnership income taxation fits into the overall U.S. tax regime and how and why partnership taxation evolved, or perhaps devolved, from a relatively simple legal framework to a complex and highly technical set of rules; introducing themes that are further developed throughout the program, including entity versus aggregate approaches; planning considerations associated with using a partnership for business or investment, the formation, operation and liquidation of a partnership and the impact of the Tax Cuts and Jobs Act on these considerations
Stephen D. Rose, Eric B. Sloan, Clifford M. Warren [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service]

10:15 The Basics of Basis (not including liabilities)
Inside and outside tax basis, the calculation of outside basis, focusing principally on Sections 705 and 704(d), and addressing the importance of section 706 in determining the basis on sale of all or a portion of an interest
Martin D. Pollack, James G. Tod

11:00 Networking Break

11:15 Allocation and Distribution Provisions
The operation of the Section 704(b) substantial economic effect regulations, including economic effect equivalence, and “partner’s interests in the partnership,” as well as the rules governing nonrecourse and partner nonrecourse deductions, contemporary approaches to drafting partnership allocation provisions, including the various approaches to both allocation- and distribution-driven agreements, with a focus on how these agreements work in practice
Todd D. Golub, Karen Lohnes

12:45 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room.

Afternoon Session: 1:15 p.m. – 6:00 p.m.

1:15 Advanced Basis Issues: Impact of Liabilities
The complexities arising from the Section 752 regulations as applied to recourse and nonrecourse debt, as well as the perils and opportunities they create; recent regulations, transactions, and cases in which the Section 752 regulations feature prominently
Howard E. Abrams

2:45 Section 704(c): Operations and Implications for Negotiating a Deal and Drafting a Partnership Agreement
Book/tax disparities and how the partnership tax rules, before and after the Tax Cuts and Jobs Act, deal with these differences through the mechanics of Section 704(c) and reverse Section 704(c) allocations: the traditional method, ceiling limitation principles, traditional method with curative allocations, remedial allocation method, various operating rules in the Section 704(c) regulations, Section 704(c)(1)(C); anti-abuse provisions, tax distribution considerations, and planning concepts
Ari Berk, Afshin Beyzaee

4:15 Networking Break

4:30 Sale, Exchange or Other Disposition of Partnership Interests; Partnership Distributions; Partnership Terminations
Determining the amount and character of gain or loss from the sale or exchange of a partnership interest under Sections 741 and 751, recently proposed regulations on partnership unrealized receivables and inventory items; the effect of liabilities on such calculations; current distributions, distributions in complete liquidation of a partner’s interest, post-distribution consequences to the distributee; partnership terminations under Section 708 and planning strategies
Stephen D. Rose

6:00 Adjourn

Day Two: 8:30 a.m. - 6:00 p.m.

8:30 Transactions Between Partner and Partnership – Sections 707, 704(c)(1)(B), 731, and 737
The panel will provide a general overview and discuss traps for the unwary and potential opportunities regarding the “anti-deferral” rules – the rules designed to address “disguised sales,” “mixing bowl transactions,” distributions of marketable securities by partnerships, and disproportionate distributions of ordinary and capital assets
Glenn E. Dance, Phillip Gall

9:45 Adjustments to the Basis of Partnership Assets (Sections 734, 743 and 754)
Application of the aggregate and entity theories of partnership tax in determining the basis of partnership property for transfers of partnership interests and distributions of partnership assets; the effect of Sections 1060 and 197, the impact of regulations implementing the 2004 AJCA amendments and statutory changes made in the recently enacted tax reform bill
Glenn E. Dance, Stuart L. Rosow, William P. Wasserman

11:00 Networking Break

11:15 Advanced Topics in Joint Venture Formations
Strategies for formations of operating partnership joint ventures, including qualification for the new pass-through regime in Section 199A and planning considerations involving Section 197 intangibles, new Section 168(k), the limitation on the deductibility of business interest in new Section 163(j), and contingent liabilities
Phillip Gall, Donald E. Rocap

12:15 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room.

Afternoon Session: 12:45 p.m. – 6:00 p.m.

12:45 Partnership Mergers and Divisions
The regulations governing partnership mergers and divisions and the concepts of assets-over, assets-up and interest-over; the effects under Section 752; a merger or division as part of a larger transaction, forms of divisions and consequences under Sections 704(c)(1)(B) and 737
Blake D. Rubin

1:45 Compensatory Interests and Other Arrangements Including Options and Phantom Equity
Use of partnership equity for compensation, such as profit interests and capital interests, options, warrants, and equity appreciation rights, restricted versus unrestricted; the extent to which Section 83 applies, proposed regulations dealing with service partners, and possible “carried interest” legislation, management fee waivers Sections 409A and 457A and the impact of tax reform
Julie A. Divola, Samuel T. Greenberg, Clifford M. Warren [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service]

2:45 New Session: Negotiating the Purchase/Sale/Admission/Redemption of a Partnership Interest
The practical aspects of purchasing and selling, and redeeming partnership interests, drawing on the technical discussions in other panels, we will focus on the relevant issues to consider and negotiate, addressing market practice and discussing the nuances of deal terms and specific contract language
Rachel D. Kleinberg, Benjamin H. Rippeon

3:45 Networking Break

4:00 Interesting Partnership Transactions
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, including discussion of specific deals and new trends in flow-through entity structures and transactions, and whether such (and future) transactions may be impacted by the recent Tax Cuts and Jobs Act
Dr. Daniel Z. Altman, Kathleen Saunders Gregor, Diana L. Wollman

5:00 Looking Into the Crystal Ball: Practitioners Perspective on Anticipated TCJA Guidance
Discussion of recent and pending developments in partnership taxation, including recent cases and plans for future guidance, including guidance under the Tax Cuts and Jobs Act
Clifford M. Warren [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service], GlennE. Dance, Stephen D. Rose, Eric B. Sloan

6:00 Adjourn

Day Three: 8:30 a.m. - 5:30 p.m.

8:30 New Partnership Audit Rules
The rules governing partnership tax audits introduced by the Bipartisan Budget Act of 2015, the many issues they raise, and discussion of what needs to be done now in drafting partnership agreements and disclosure documents
Glenn E. Dance, Todd Gluth, Bahar A. Schippel, Clifford M. Warren [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service]

9:15 International Joint Venture Issues
Impact of the passage of the Tax Cuts and Jobs Act on the choice to conduct business using a domestic or foreign partnership in both the outbound and inbound context, including issues related to the formation, operation and termination of the business
Paul W. Oosterhuis, Christopher Trump, Daniel M. McCall (Invited) [Deputy Associate Chief Counsel (International-Technical), Internal Revenue Service]

10:45 Networking Break

11:00 Private Equity
Basics of private equity structures, topside planning to accommodate the tax objectives of fund managers and investors, including issues raised in cross-border investing, such as UBTI, ECI, FIRPTA, sovereign investors (Section 892), with discussion of recent changes to the Code, and transaction and exit planning
Katharine P. Moir, Eric B. Sloan

12:00 Hedge Funds
Hedge fund structures, such as master-feeder and parallel funds, structures for managers, and "side pockets"; tax planning for both managers and investors; Section 704(b) book allocations; Section 704(c) tax allocations and methods, including "stuffing allocations"; investment expenses, operational considerations, the "trading for one's own account" rules, tax withholding, publicly traded partnership issues, and partnership audit procedures as applied to hedge funds
Philippe Benedict

1:00 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room.

Afternoon Session: 1:30 p.m. – 5:30 p.m.

1:30 Publicly Traded Partnerships
Rules of Section 7704, such as qualifying income; complex operational considerations for PTPs, such as basis adjustments under Section 754, Section 704(c) allocations, and the concept of fungibility; and the effects of tax reform on publicly traded partnerships, such as the application of the 20% qualified business income deduction to PTPs, the treatment of the sale of partnership interests as ECI, and the changing dynamics of the corporation vs. partnership proposition
James Chenoweth, Glenn E. Dance, Amy L. Sutton

2:15 Oil and Gas Industry
An introduction to the rules and concepts governing oil and gas transactions, including Section 613(A)(c)(7)(D); treatment as a partnership versus other arrangements; election out of subchapter K under Section 761; use of tax partnerships to solve oil and gas tax issues in contractual joint ventures
Kevin M. Richards

3:15 Networking Break

3:30 The Umbrellas of Subchapter K
Use of “umbrella” partnerships for UPREIT, UP-C and UP-PTP structures; key features of these structures, including tax receivable agreements and tax protection agreements; tax issues raised by these structures; and impact of tax reform
Benjamin J. Applestein, John C. Hart

4:30 Economic Substance, Judicial Doctrines and Legal Ethics
Impact on partnerships of recent judicial decisions, legislation, and administrative developments relating to economic substance, tax shelters and the codification of the economic substance doctrine, including LB&I Directives; penalty defenses, rules of professional responsibility and conduct, including 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
Wendy Abkin, Bradley M. Seltzer

5:30 Adjourn

Co-Chair(s)
Stephen D. Rose ~ TPG Global
Eric B. Sloan ~ Gibson, Dunn & Crutcher LLP
Clifford M. Warren ~ Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service
Speaker(s)
Wendy Abkin ~ Morgan, Lewis & Bockius LLP
Howard E. Abrams ~ William K. Jacobs, Jr., Visiting Professor of Law, Harvard Law School
Dr. Daniel Z. Altman ~ Sidley Austin LLP
Benjamin J. Applestein ~ Deloitte Tax LLP
Philippe Benedict ~ Schulte Roth & Zabel
Ari Berk ~ Deloitte Tax LLP
Afshin Beyzaee ~ DLA Piper LLP
James Chenoweth ~ Gibson, Dunn & Crutcher LLP
Glenn E. Dance ~ Grant Thornton LLP
Julie A. Divola ~ Pillsbury Winthrop Shaw Pittman LLP
Todd Gluth ~ Cooley LLP
Samuel T. Greenberg ~ Munger, Tolles & Olson LLP
Kathleen Saunders Gregor ~ Ropes & Gray LLP
John C. Hart ~ Simpson Thacher Bartlett LLP
Rachel D. Kleinberg ~ Davis Polk & Wardwell LLP
Daniel M. McCall ~ Deputy Associate Chief Counsel (International-Technical), Internal Revenue Service
Katharine P. Moir ~ Simpson Thacher & Bartlett LLP
Paul W. Oosterhuis ~ Skadden, Arps, Slate, Meagher & Flom LLP
Martin D. Pollack ~ Weil, Gotshal & Manges LLP
Benjamin H. Rippeon ~ Gibson, Dunn & Crutcher LLP
Donald E. Rocap ~ Kirkland & Ellis LLP
Stuart L. Rosow ~ Proskauer Rose LLP
Bahar A. Schippel ~ Snell & Wilmer L.L.P.
Bradley M. Seltzer ~ Eversheds Sutherland (US)LLP
Amy L. Sutton ~ Deloitte Tax LLP
James G. Tod ~ KPMG LLP
Christopher Trump ~ Deloitte Tax LLP
William P. Wasserman ~ William P. Wasserman, a Professional Corporation
Diana L. Wollman ~ Cleary Gottlieb Steen & Hamilton LLP
Program Attorney(s)
Stacey L. Greenblatt ~ Senior Program Attorney, Practising Law Institute
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered. If two or more individuals wish to participate in a webcast and receive credit, PLI would be happy to provide a Groupcast – group viewing of a webcast. To schedule a Groupcast, please contact PLI at groupcasts@pli.edu.


U.S. MCLE States

Alabama:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live webcasts qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

California:  PLI’s live webcasts qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live webcasts qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live webcasts qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period.

Iowa:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kentucky:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Louisiana:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

Maine:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Minnesota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Mississippi:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Montana:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Nebraska:  PLI’s live webcasts qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live webcasts qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live webcasts can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live webcasts. Skills credits may not be earned via live webcasts.

North Carolina:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

North Dakota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Ohio:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  All PLI products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Rhode Island:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

South Carolina:  PLI’s live webcasts qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live webcasts qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

West Virginia:  PLI’s live webcasts qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Wyoming:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live webcasts qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live webcasts qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live webcasts can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 15 points of distance learning programs per reporting period.

United Kingdom (CPD-UK):  PLI’s live webcasts can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live webcasts may fulfill Australia’s CPD requirements. Credit limits for live webcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as “Group-Internet-Based” (GIB) credit.

IRS Continuing Education (IRS-CE):  PLI’s live webcasts may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live webcasts may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live webcasts may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live webcasts may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live webcasts qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live webcasts qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live webcasts may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live webcasts may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live webcasts may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live webcasts may fulfill CFP credit requirements.

 

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