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Consolidated Tax Return Regulations 2017

Released on: Feb. 21, 2017
Running Time: 13:07:49

During the past twenty five years, the Department of the Treasury and the Internal Revenue Service have substantially revised the consolidated return regulations. These changes, coupled with legislative developments, judicial decisions, and published and private rulings, have dramatically changed the operating rules of consolidated returns. An understanding of these rules is critical for practitioners and corporate tax counsel who practice in this area. This program explores the policy and mechanics of these rules and regulations. Leading private practitioners in the field and government officials responsible for drafting the regulations will explain the latest developments.

You will learn:

  • Consider the impact of the Marvel decision on the investment adjustment rules
  • Examine the unified loss rules’ impact on corporations filing consolidated returns, including selling stock of a subsidiary member anticipating a loss, and buyers acquiring subsidiary stock from a selling consolidated group
  • Survey the ways in which the economic substance doctrine affects consolidated returns
  • Analyze the interplay between the intercompany transaction provisions and the controlled group rules of Section 267(f)
  • Explore the ways in which the cancellation of debt (COD) provisions interact with the intercompany transaction rules

This course is designed for both private practitioners and in-house tax counsel seeking a deeper understanding of the mechanics of the consolidated tax return regulations and the latest developments in this complex area of the law.

Lecture Topics [Total time 13:07:49]

Segments with an asterisk (*) are available only with the purchase of the entire program.


  • Introduction and Opening Remarks* [00:03:15]
    Mark J. Silverman
  • Investment Adjustments and Related Issues [01:51:27]
    Krishna P. Vallabhaneni, William S. Dixon, Joseph M. Pari, Patricia W. Pellervo, Mark J. Silverman
  • Affiliation, Reverse Acquisitions and Accounting Issues [01:31:10]
    Gerald B. Fleming, Kathleen L. Ferrell, Martin Huck, Thomas F. Wessel
  • “Picnic Lunch” Presentation: Current Developments at the Chief Counsel, Corporate* [00:45:37]
    Robert H. Wellen
  • Intercompany Transactions [02:46:32]
    Andrew J. Dubroff, Jonathan I. Forrest, Gordon E. Warnke, Michael J. Wilder, Krishna P. Vallabhaneni
  • Acquisition and Separation Issues in Consolidation [01:35:10]
    Mark J. Silverman, Robert H. Wellen, Eric Solomon, Karen Gilbreath Sowell, Lisa M. Zarlenga
  • Tax Attributes and Consolidation [01:47:37]
    Theresa A. Abell, William D. Alexander, Stuart J. Goldring, Mark R. Hoffenberg, Bernita L. Thigpen
  • Unified Loss Rules [01:29:41]
    Michael L. Schler, Bryan P. Collins, Julie T. Wang
  • Consolidated Group Joint Ventures, Including One—Party Limited Liability Companies (LLCs) [01:17:20]
    Craig A. Gerson, Ari Berk

The purchase price of this Web Program includes the following articles from the Course Handbook available online:


  • COMPLETE COURSE HANDBOOK
  • The Consolidated Return Investment Basis Adjustment Rules
    Mark J. Silverman
  • The Consolidated Return Investment Basis Adjustment Rules—Study Problems
    Krishna P. Vallabhaneni, Mark J. Silverman, William S. Dixon, Joseph M. Pari, Patricia W. Pellervo
  • Investment Adjustments & Related Issues (PowerPoint slides)
    Krishna P. Vallabhaneni, Mark J. Silverman, William S. Dixon, Joseph M. Pari, Patricia W. Pellervo
  • The Consolidated Group: Continuation and Termination Issues
    Thomas F. Wessel, Jeffrey L. Vogel, Jeffrey G. Davis
  • Group Continuation Rules/Continued Filing Requirement (December 6, 2016) (PowerPoint slides)
    Thomas F. Wessel, Jeffrey L. Vogel
  • Intercompany Transaction Regulations: An Overview Outline
    Andrew J. Dubroff
  • The Regulations Governing Intercompany Transactions Within Consolidated Groups
    Mark J. Silverman
  • Intercompany Transaction Problems
    Mark J. Silverman
  • Comparison of the Intercompany Obligation Rules Under Former Treas. Reg. § 1.1502-13(g) (1995), Former Prop. Treas. Reg. §1.1502-13(g) (1998), and Treas. Reg. §1.1502-13(g) (2008)
    Mark J. Silverman
  • Current Developments in Tax-Free and Taxable Acquisitions and Separations
    Mark J. Silverman
  • Current Developments in Tax-Free Corporate Reorganizations
    Mark J. Silverman
  • Corporate Divisions Under Section 355
    Mark J. Silverman, Lisa M. Zarlenga
  • The Section 355(d) Regulations: Narrowing the Scope of an Overly Broad Statute
    Mark J. Silverman, Lisa M. Zarlenga
  • The Fourth Time’s a Charm—Temporary Section 355(e) Regulations Provide Helpful Guidance to Taxpayers
    Mark J. Silverman, Lisa M. Zarlenga
  • Final Section 355(e) Plan Regulations—The Final Chapter in the Saga
    Mark J. Silverman, Lisa M. Zarlenga
  • “Spin-Offs”: The Anti-Morris Trust and Intragroup Spin Provisions
    Mark J. Silverman, Lisa M. Zarlenga
  • Recent Developments in the Step Transaction Doctrine: Issues and Examples
    Mark J. Silverman
  • The Pre-Reorganization Continuity of Interest Regulations
    Mark J. Silverman
  • Continuity of Interest and Continuity of Business Enterprise Regulations
    Mark J. Silverman
  • Assessing the Value of the Proposed “No Net Value” Regulations
    Mark J. Silverman, Gregory N. Kidder, Lisa M. Zarlenga
  • Section 338
    Mark J. Silverman
  • Section 338(h)(10)
    Mark J. Silverman
  • Acquisition and Separation Issues in Consolidation (PowerPoint slides)
    Mark J. Silverman, Eric Solomon, Lisa M. Zarlenga, Karen Gilbreath Sowell, Robert H. Wellen
  • Section 382
    Mark J. Silverman
  • The Section 382 Consolidated Return Regulations
    Mark J. Silverman
  • Section 382: Fluctuation in Value
    Mark J. Silverman
  • Consolidated Attribute Reduction Regulations (June 20, 2016)
    Stuart J. Goldring, Linda Z. Swartz
  • Life After the Final Regulations: Consolidated Section 382 and SRLY (June 20, 2016)
    Stuart J. Goldring
  • Application of Cancellation of Debt Rules to Consolidated Groups (June 20, 2016) (PowerPoint slides)
    Stuart J. Goldring
  • Acquisitions and Restructurings Involving Troubled Companies (November 29, 2016)
    Mark R. Hoffenberg, Stuart J. Goldring, Bernita L. Thigpen, Gregory N. Kidder, William D. Alexander
  • The Consolidated Unified Loss Rules
    Mark J. Silverman
  • Consolidated Return Issues for Buyers and Sellers in M&A Transactions (December 2016)
    Michael L. Schler
  • Section 384 of the Internal Revenue Code of 1986
    Mark J. Silverman
  • A New Form of Obscenity? Sorting through the Federal Circuit’s “We Know It When We See It” Ruling in Coltec
    Mark J. Silverman, Gregory N. Kidder
  • The Future of Tax Planning? From Coltec and “You Know It When You See It” to Schering-Plough and “Assimilation with Applicable Tax Laws”
    Mark J. Silverman, Amanda P. Varma
  • Use of Limited Liability Companies in Corporate Transactions
    Mark J. Silverman, Lisa M. Zarlenga

Presentation Material


  • Investment Adjustments & Related Issues
    William S. Dixon, Joseph M. Pari, Patricia W. Pellervo, Mark J. Silverman
  • The Consolidated Return Investment Basis Adjustment Rules - Study Problems
    Krishna P. Vallabhaneni, William S. Dixon, Joseph M. Pari, Patricia W. Pellervo, Mark J. Silverman
  • Section 1504 Affiliation Issues
    Kathleen L. Ferrell
  • Section 1504(a)(3): 60-Month Prohibition on Rejoining Consolidated Group
    Martin Huck
  • Group Continuation Rules / Continued Filing Requirement
    Thomas F. Wessel
  • Intercompany Transactions
    Andrew J. Dubroff, Jonathan I. Forrest, Gordon E. Warnke, Michael J. Wilder
  • Acquisition and Separation Issues in Consolidation
    Mark J. Silverman, Eric Solomon, Karen Gilbreath Sowell, Lisa M. Zarlenga
  • Tax Attributes and Consolidation
    William D. Alexander, Stuart J. Goldring, Mark R. Hoffenberg, Bernita L. Thigpen
  • Unified Loss Rule
    Bryan P. Collins, Marc A. Countryman, Michael L. Schler
  • Consolidated Group Joint Ventures
    Ari Berk, Craig A. Gerson
Chairperson(s)
Mark J. Silverman ~ Steptoe & Johnson LLP
Speaker(s)
Theresa A. Abell ~ Senior Technician Reviewer (Corporate, Branch 1), Internal Revenue Service
William D. Alexander ~ Skadden, Arps, Slate, Meagher & Flom LLP
Ari Berk ~ Deloitte Tax LLP
Bryan P. Collins ~ Deloitte Tax LLP
William S. Dixon ~ Managing Director, Mergers & Acquisitions, Citigroup Global Markets Inc.
Kathleen L. Ferrell ~ Davis Polk & Wardwell LLP
Gerald B. Fleming ~ Senior Technician Reviewer (Corporate, Branch 2), Internal Revenue Service
Jonathan I. Forrest ~ Deloitte Tax LLP
Stuart J. Goldring ~ Weil Gotshal & Manges LLP
Mark R. Hoffenberg ~ KPMG LLP
Joseph M. Pari ~ KPMG LLP
Michael L. Schler ~ Cravath, Swaine & Moore LLP
Bernita L. Thigpen ~ KPMG LLP
Krishna P. Vallabhaneni ~ Deputy Tax Legislative Counsel, Office of Tax Policy, U.S. Department of the Treasury
Julie T. Wang ~ Assistant to the Branch Chief (Corporate, Branch 1), Internal Revenue Service
Gordon E. Warnke ~ Linklaters LLP
Robert H. Wellen ~ Associate Chief Counsel (Corporate), Internal Revenue Service
Thomas F. Wessel ~ KPMG LLP
Michael J. Wilder ~ McDermott Will & Emery LLP
Lisa M. Zarlenga ~ Steptoe & Johnson LLP
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Related Items

Live Programs  Live Programs

Consolidated Tax Return Regulations 2018 (New York, NY) Feb. 20 - 21, 2018

Handbook  Course Handbook Archive

Consolidated Tax Return Regulations 2018  
Consolidated Tax Return Regulations 2017 Mark J Silverman, Steptoe & Johnson LLP
 
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