Seminar  Program

Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2018


Select a Location:

This three-day program will focus on the tax issues presented by the entire spectrum of modern major corporate transactions, from single-buyer acquisitions of a division or subsidiary to multi-party joint ventures, cross-border mergers, and complex acquisitions of public companies with domestic and foreign operations, including spin-offs and other dispositions of unwanted operations. 

Tax Strategies 2018 will be the most comprehensive and insightful conference you could possibly attend on corporate tax. You will receive the very latest information, strategies and practical insights available from leading tax practitioners from law firms, accounting firms, corporations and academia from across the United States, along with policymakers from the IRS.

EVOLVING TAX ISSUES IN COMPLEX M&A TRANSACTIONS

  • Learn practical strategies and solutions
  • Keep up with cutting-edge issues by learning about the hottest topics in corporate tax
  • Gain insights from an outstanding faculty of more than 50 experts drawn from the IRS, private practice, corporations and academia
  • Participate in a discussion of audience-selected transactions during our Corporate Transactions session
  • Hear about the most “Interesting Transactions of the Past Year”
  • Receive a complimentary flash drive of PLI’s number one bestseller, The Corporate Tax Practice Series: Strategies for Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings

Plus this year’s program features expanded coverage of international tax issues with two new sessions:

  • Impact of 2017 Tax Act on Cross-Border Acquisitions & Divestitures
  • Restructuring Multinational Groups after the 2017 Tax Act

Topics Include 

  • Impact of the 2017 Tax Act on corporate acquisitions and dispositions
  • Overview and strategies in representing sellers
  • Taxable transaction alternatives
  • Advanced transactional planning in private equity M&A
  • Understanding and managing stock basis and earnings and profits
  • Corporate tax strategies and techniques using partnerships and LLCs
  • Passthrough corporations – RICs, REITs and UpCs
  • Interesting corporate transactions of the past year
  • Exploring the limits of the evolving economic substance and business purpose doctrines, and related penalty and ethical issues

Program Level – Overview 
Intended Audience - Law firm and accounting firm professionals, in-house tax professionals and government attorneys who want to study the tax issues presented by modern major corporate transactions
Prerequisites – An interest in deepening your understanding of the tax issues presented by the entire spectrum of corporate transactions
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: 8:15 a.m. - 5:15 p.m.

8:15 Opening Remarks
William D. Alexander, Linda E. Carlisle, Eric Solomon

8:30 Overview and Strategies in Representing Sellers
Effects of 2012 Act and the 2017 Tax Act on stock sale/asset sale strategies; effects of rate changes, reclassifications, and 2017 Tax Act provisions on deal structurings; shareholder-level structurings - Boston Scientific/Guidant; VNU/IMS and Whirlpool/Maytag versus P&G/Gillette; Burger King/Tim Hortons; SBC/AT&T and Verizon/MCI; asset-level structurings - effects of General Utilities repeal; Petrie Stores/Toys “R” Us and its aftermath; IMS Health/Gartner; sponsored leveraged spin-offs; evolving post-2017 Tax Act structurings; evolution of Section 351 - National Starch/Unilever, Nestle/Dreyer’s, BlackRock/Merrill, NewsCorp/Dow and Northrop/Litton; combined sale/redemption, recapitalization and other techniques; monetization techniques; contingent payments, convertibles, putables, exchangeables and open transaction treatment; New IRS rule and no-rule policies and Business Plan topics
Louis S. Freeman 

9:45 Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements
Key risk allocation issues; the tax due diligence process; negotiating and drafting provisions in acquisition agreements; indemnification issues; target’s tax elections; reporting requirements; impact of the 2017 Tax Act on the terms of the agreement and the negotiation process
William G. Cavanagh, Richard L. Reinhold, Philip B. Wright 

11:00 Networking Break

11:15 Structuring Leveraged Buyouts
Stepped-up asset basis vs. carryover basis for buyer and single vs. double taxation for seller in the context of a taxable asset purchase, stock purchase (with and without Section 338(h)(10) election or Section 336(e) election), or merger; leveraged recapitalizations and other forms of partial or complete exit; multi-layer debt and equity financing structures; interest deductibility (including debt/equity characterization, Section 279, Section 163(e)(5), Section 163(l), Section 163(j), and OID); preferred stock and accrual of dividends thereon; warrants and convertibles
Deborah L. Paul, 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. – 5:15 p.m.

12:45 Current Issues in Divisive Strategies – Spin-Offs
Tax-free spin-offs, split-offs and split-ups under Section 355; analysis of issues in innovative divisive transactions; developing IRS/Treasury views on no-rule policy; changes in administrative practice; evolving techniques for leveraged distributions; unresolved interpretive issues under Sections 355(d) and (e); cash-rich split-offs; restructuring issues for spin-offs; issues and techniques arising from the enactment of the 2017 Tax Act
Eric Solomon, Lewis R. Steinberg, Thomas F. Wessel, Robert H. Wellen (Invited) [Associate Chief Counsel (Corporate), Internal Revenue Service]

1:45 Current Issues in M&A
Effect of the 2017 Tax Act on M&A transactions
William D. Alexander, Peter C. Canellos, William S. Dixon, Lisa A. Fuller (Invited) [Acting Deputy Associate Chief Counsel (Corporate), Internal Revenue Service]

2:45 Networking Break

3:00 Taxable Transaction Alternatives
Impact of new provisions in the 2017 Tax Act (including Section 168(k) and new tax rates) when assessing the relative merits of taxable transactions versus tax-free reorganizations and spin-offs, and whether to sell stock versus assets; tax planning for sales of controlled foreign corporations, including the effects of new Sections 245A, 951A, and 250
Mark J. Silverman, Karen Gilbreath Sowell, Maurice M. LaBrie (Invited) [Assistant Branch Chief, Office of the Associate Chief Counsel (Corporate, Branch 5), Internal Revenue Service]

4:15 Corporate Tax Strategies and Techniques Using Partnerships, LLCs and Other Strategic Alliances
Use of partnerships and other passthrough entities in a joint venture or as the acquiring entity; publicly traded partnerships; mixing bowl partnerships; leveraged partnerships; treatment of Section 197 intangibles in a partnership context; imaginative uses of the check-the-box regulations; single-member LLCs; effects of 2017 Tax Act, including carried interest and Section 163(j) changes
Stuart L. Rosow, Blake D. Rubin

5:15 Adjourn

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

8:30 Corporate Transactions Open Discussion
Participate in a discussion of audience-selected corporate issues and transactions
Mark J. Silverman, Eric Solomon

9:15 Interesting Corporate Transactions of the Past Year
A review and critique of recent novel M&A transactions, including the impact of the 2017 Tax Act on recent transactions
Linda E. Carlisle, Thomas A. Humphreys, Scott M. Levine 

10:45 Networking Break

11:00 Tax Accounting Issues in Mergers and Acquisitions
Tax accounting issues arising in taxable and tax-free acquisitions, dispositions and recapitalizations; treatment of M&A expenses; success-based fees; milestone payments; capitalized costs; recent IRS guidance; accounting method issues; impact of the 2017 Tax Act on tax accounting issues arising in a mergers and acquisitions context
C. Ellen MacNeil, Ellen McElroy, Amy J. Sargent

11:45 Understanding and Managing Stock Basis and Earnings and Profits
Review of evolving law related to stock basis and E&P of U.S. and foreign corporations in light of significant changes made by the 2017 Tax Act; the value of basis and E&P in a post-2017 Tax Act world; planning techniques for optimizing attributes and avoiding pitfalls in business transactions
Marc A. Countryman, Brian W. Reed, Karen Gilbreath Sowell, Gordon E. Warnke, Kevin M. Jacobs (Invited) [Senior Technician Reviewer, Office of the Associate Chief Counsel (Corporate, Branch 4), Internal Revenue Service]

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. – 6:00 p.m.

1:30 Tax Strategies for Financially Troubled Businesses and Other Loss Companies
Equity for debt exchanges and ownership changes under Section 382; COD/OID/AHYDO/CERT; Section 108 and 382-related guidance; strategies for acquisitions of loss companies; issues in bankruptcies; debt for debt exchanges and modifications; issues regarding worthless stock deductions; treatment of net operating losses under the 2017 Tax Act
Stuart J. Goldring, Linda Z. Swartz, David W. Zimmerman, Douglas C. Bates (Invited) [Branch Chief, Office of the Associate Chief Counsel (Corporate, Branch 4), Internal Revenue Service]

2:30 Passthrough Corporations – RICs, REITs and UpCs
Discussion of entities that have elected to operate in alternative forms, separate or in conjunction with a related corporation and the tax issues associated with these types of entities, including key changes in operative rules and effective tax rates due to the 2017 Tax Act
Cristina Arumi, Richard M. Nugent, Dean S. Shulman, Clifford M. Warren (Invited) [Senior Level Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service] 

3:15 Networking Break

3:30 Impact of 2017 Tax Act on Cross-Border Acquisitions and Divestitures
Key corporate and shareholder tax issues; impact of lower corporate rates and limitations on losses and deductions; impact of global intangible low-taxed income (“GILTI”) on purchase transactions; changes to the foreign tax credit rules; some surprising changes affecting cross-chain transfers among affiliated corporations; impact of new rules on some of the negotiating dynamics between buyers and sellers over issues such as a pre-closing tax indemnity and control of post-closing examinations
Kimberly S. Blanchard, Nicholas J. DeNovio, Hal Hicks, Shane M. McCarrick (Invited) [Senior Counsel, Office of the Associate Chief Counsel (International, Branch 4), Internal Revenue Service]

4:45 Restructuring Multinational Groups after the 2017 Tax Act
Cross-border structuring issues and the impact of new GILTI, foreign-derived intangible income ("FDII"), base erosion anti-abuse tax ("BEAT"), Section 163(j) and anti-hybrid rules on the location of third party and intercompany financing arrangements, tangible and intangible asset ownership, and intercompany service and contract arrangements
Jose E. Murillo, Caroline H. Ngo, Eric B. Sensenbrenner, Raymond J. Stahl (Invited) [Special Counsel, Office of the Associate Chief Counsel (International), Internal Revenue Service]

6:00 Adjourn

Day Three: 8:30 a.m. - 4:30 p.m.

8:30 Planning for Private Equity and Hedge Fund Investments
Planning for private equity and hedge fund investments, including investments in operating partnerships, debt pushdowns, rollover equity, planning under Sections 336(e) and 338, management compensation, and planning relating to various 2017 Tax Act provisions such as the new limitations on interest deductibility, the spread between the corporate tax rate and individual tax rate, the new carried interest rules, the new deduction under Section 199A, and the new expensing rules
David H. Schnabel, Eric B. Sloan 

9:45 Financial Instruments in M&A and Other Corporate Transactions
Structuring M&A financings and related transactions in a post-2017 Tax Act world, with a view to location and timing of deductions and income (including impacts of Section 163(j), BEAT and GILTI regimes)
Jeffrey W. Maddrey, Erika W. Nijenhuis, Dana L. Trier

10:45 Networking Break

11:00 Dealing with Restricted Stock, Stock Options and Executive Compensation in Corporate M&A Transactions
Compensation issues in M&A transactions; treatment of outstanding equity-based awards, including restricted stock, stock options and assuming or eliminating deferred compensation in an acquisition; allocation of deductions between buyer and seller; Sections 280G and 4999 relating to golden parachutes and amelioration techniques for gross-ups; impact of Sections 409A and 457A; effect of recent tax legislation on Section 162(m) issues in transactions and employee deductions for compensation clawbacks
Andrew L. Gaines, Andrew L. Oringer, Kenneth A. Raskin

12:00 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room

Afternoon Session: 12:30 p.m. – 4:30 p.m.

12:30 State and Local Tax Issues in Corporate M&A Transactions
State and local tax issues that arise in corporate transactions with particular emphasis on IRC Section 338(h)(10) sales and tax-free reorganizations and spin-offs; potential pitfalls and planning opportunities will be discussed; as well as the impact of the 2017 Tax Act on the state taxation of transactions
Peter L. Faber, David J. Shipley

1:15 Exploring the Limits of the Evolving Economic Substance and Business Purpose Doctrines and Related Penalty and Ethics Issues
Guidance on making sure your transactions will pass muster under the Economic Substance, Sham Transaction, Substance over Form and related doctrines; determining when the IRS will respect a transaction as structured and when it will disregard the form of the transaction to disallow the claimed tax benefits; identifying situations where courts will uphold penalties imposed against taxpayers and discussion of what constitutes reasonable reliance on a practitioner for the purpose of avoiding penalties; review of recent case law as well as penalty and ethical standards
Susan E. Seabrook, Bryan C. Skarlatos, Diana L. Wollman

2:15 Networking Break

2:30 Consolidated Return Planning and Strategies
Current issues in consolidated returns arising from recent legislation, including Section 965, Section 163(j), GILTI, FDII and BEAT; recent IRS Notices, proposed and final regulations, and PLRs; recent court decisions; and buyer and seller planning for acquisitions and dispositions, including tax sharing agreements
William D. Alexander, Audrey Nacamuli Charling, Andrew J. Dubroff, Michael L. Schler, Marie C. Milnes-Vasquez (Invited) [Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service], Julie T. Wang (Invited) [Senior Counsel, Office of the Associate Chief Counsel (Corporate, Branch 2), Internal Revenue Service] 

4:30 Adjourn

Co-Chair(s)
William D. Alexander ~ Skadden, Arps, Slate, Meagher & Flom LLP
Linda E. Carlisle ~ Chief Operating Officer & General Counsel, Unicom Capital LLC
Speaker(s)
Douglas C. Bates ~ Branch Chief, Office of the Associate Chief Counsel (Corporate, Branch 4), Internal Revenue Service
Kimberly S. Blanchard ~ Weil, Gotshal & Manges LLP
Peter C. Canellos ~ Wachtell, Lipton, Rosen & Katz
William G. Cavanagh ~ Norton Rose Fulbright US LLP
Audrey Nacamuli Charling ~ Senior Tax Counsel, General Electric Company
Nicholas J. DeNovio ~ Latham & Watkins LLP
William S. Dixon ~ Managing Director, Mergers & Acquisitions, Citigroup Global Markets Inc.
Peter L. Faber ~ McDermott Will & Emery LLP
Louis S. Freeman ~ Retired Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Lisa A. Fuller ~ Acting Deputy Associate Chief Counsel (Corporate), Internal Revenue Service
Andrew L. Gaines ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Stuart J. Goldring ~ Weil Gotshal & Manges LLP
Hal Hicks ~ Skadden, Arps, Slate, Meagher & Flom LLP
Thomas A. Humphreys ~ Mayer Brown LLP
Kevin M. Jacobs ~ Senior Technician Reviewer, Office of the Associate Chief Counsel (Corporate, Branch 4), Internal Revenue Service
Maurice M. LaBrie ~ Assistant Branch Chief, Office of the Associate Chief Counsel (Corporate, Branch 5), Internal Revenue Service
Scott M. Levine ~ Jones Day
C. Ellen MacNeil ~ AndersenTax
Shane M. McCarrick ~ Senior Counsel, Office of the Associate Chief Counsel (International, Branch 4), Internal Revenue Service
Ellen McElroy ~ Eversheds Sutherland (US) LLP
Marie C. Milnes-Vasquez ~ Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service
Caroline H. Ngo ~ McDermott Will & Emery LLP
Erika W. Nijenhuis ~ Cleary Gottlieb Steen & Hamilton LLP
Richard M. Nugent ~ Jones Day
Andrew L. Oringer ~ Dechert LLP
Deborah L. Paul ~ Wachtell, Lipton, Rosen & Katz
Kenneth A. Raskin ~ King & Spalding
Richard L. Reinhold ~ Willkie Farr & Gallagher LLP
Donald E. Rocap ~ Kirkland & Ellis LLP
Stuart L. Rosow ~ Proskauer Rose LLP
Michael L. Schler ~ Cravath, Swaine & Moore LLP
David H. Schnabel ~ Davis Polk & Wardwell LLP
Susan E. Seabrook ~ Eversheds Sutherland (US) LLP
Eric B. Sensenbrenner ~ Skadden, Arps, Slate, Meagher & Flom LLP
David J. Shipley ~ McCarter & English, LLP
Dean S. Shulman ~ Kirkland & Ellis LLP
Mark J. Silverman ~ Steptoe & Johnson LLP
Bryan C. Skarlatos ~ Kostelanetz & Fink LLP
Eric B. Sloan ~ Gibson, Dunn & Crutcher LLP
Raymond J. Stahl ~ Special Counsel; Office of the Associate Chief Counsel (International), Internal Revenue Service
Lewis R. Steinberg ~ Managing Director, Head of Structured Solutions, Mergers & Acquisitions, Global Corporate and Investment Bank, Bank of America Merrill Lynch
Linda Z. Swartz ~ Cadwalader, Wickersham & Taft LLP
Dana L. Trier ~ Davis Polk & Wardwell LLP
Julie T. Wang ~ Senior Counsel, Office of the Associate Chief Counsel (Corporate, Branch 2), Internal Revenue Service
Gordon E. Warnke ~ KPMG LLP
Clifford M. Warren ~ Senior Level Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service
Robert H. Wellen ~ Associate Chief Counsel (Corporate), Internal Revenue Service
Thomas F. Wessel ~ KPMG LLP
Diana L. Wollman ~ Cleary Gottlieb Steen & Hamilton LLP
Philip B. Wright ~ Bryan Cave Leighton Paisner LLP
David W. Zimmerman ~ Miller & Chevalier Chartered
Program Attorney(s)
Stacey L. Greenblatt ~ Senior Program Attorney, Practising Law Institute

New York Seminar Location and Hotel Accommodations

The Roosevelt Hotel, 45 East 45th Street, New York, NY 10017. (212) 661-9600.  A block of rooms has been reserved for this program.  Please call reservations at 1-888-833-3969 and mention Practising Law Institute.

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This three-day program will focus on the tax issues presented by the entire spectrum of modern major corporate transactions, from single-buyer acquisitions of a division or subsidiary to multi-party joint ventures, cross-border mergers, and complex acquisitions of public companies with domestic and foreign operations, including spin-offs and other dispositions of unwanted operations. 

Tax Strategies 2018 will be the most comprehensive and insightful conference you could possibly attend on corporate tax. You will receive the very latest information, strategies and practical insights available from leading tax practitioners from law firms, accounting firms, corporations and academia from across the United States, along with policymakers from the IRS.

EVOLVING TAX ISSUES IN COMPLEX M&A TRANSACTIONS

  • Learn practical strategies and solutions
  • Keep up with cutting-edge issues by learning about the hottest topics in corporate tax
  • Gain insights from an outstanding faculty of more than 50 experts drawn from the IRS, private practice, corporations and academia
  • Participate in a discussion of audience-selected transactions during our Corporate Transactions session
  • Hear about the most “Interesting Transactions of the Past Year”
  • Receive a complimentary flash drive of PLI’s number one bestseller, The Corporate Tax Practice Series: Strategies for Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings

Plus this year’s program features expanded coverage of international tax issues with two new sessions:

  • Impact of 2017 Tax Act on Cross-Border Acquisitions & Divestitures
  • Restructuring Multinational Groups after the 2017 Tax Act

Topics Include 

  • Impact of the 2017 Tax Act on corporate acquisitions and dispositions
  • Overview and strategies in representing sellers
  • Taxable transaction alternatives
  • Advanced transactional planning in private equity M&A
  • Understanding and managing stock basis and earnings and profits
  • Corporate tax strategies and techniques using partnerships and LLCs
  • Passthrough corporations – RICs, REITs and UpCs
  • Interesting corporate transactions of the past year
  • Exploring the limits of the evolving economic substance and business purpose doctrines, and related penalty and ethical issues

Program Level – Overview 
Intended Audience - Law firm and accounting firm professionals, in-house tax professionals and government attorneys who want to study the tax issues presented by modern major corporate transactions
Prerequisites – An interest in deepening your understanding of the tax issues presented by the entire spectrum of corporate transactions
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: 8:15 a.m. - 5:15 p.m.

8:15 Opening Remarks
William D. Alexander, Linda E. Carlisle, Eric Solomon

8:30 Overview and Strategies in Representing Sellers
Effects of 2012 Act and the 2017 Tax Act on stock sale/asset sale strategies; effects of rate changes, reclassifications, and 2017 Tax Act provisions on deal structurings; shareholder-level structurings - Boston Scientific/Guidant; VNU/IMS and Whirlpool/Maytag versus P&G/Gillette; Burger King/Tim Hortons; SBC/AT&T and Verizon/MCI; asset-level structurings - effects of General Utilities repeal; Petrie Stores/Toys “R” Us and its aftermath; IMS Health/Gartner; sponsored leveraged spin-offs; evolving post-2017 Tax Act structurings; evolution of Section 351 - National Starch/Unilever, Nestle/Dreyer’s, BlackRock/Merrill, NewsCorp/Dow and Northrop/Litton; combined sale/redemption, recapitalization and other techniques; monetization techniques; contingent payments, convertibles, putables, exchangeables and open transaction treatment; New IRS rule and no-rule policies and Business Plan topics
Louis S. Freeman 

9:45 Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements
Key risk allocation issues; the tax due diligence process; negotiating and drafting provisions in acquisition agreements; indemnification issues; target’s tax elections; reporting requirements; impact of the 2017 Tax Act on the terms of the agreement and the negotiation process
William G. Cavanagh, Richard L. Reinhold, Philip B. Wright 

11:00 Networking Break

11:15 Structuring Leveraged Buyouts
Stepped-up asset basis vs. carryover basis for buyer and single vs. double taxation for seller in the context of a taxable asset purchase, stock purchase (with and without Section 338(h)(10) election or Section 336(e) election), or merger; leveraged recapitalizations and other forms of partial or complete exit; multi-layer debt and equity financing structures; interest deductibility (including debt/equity characterization, Section 279, Section 163(e)(5), Section 163(l), Section 163(j), and OID); preferred stock and accrual of dividends thereon; warrants and convertibles
Deborah L. Paul, 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. – 5:15 p.m.

12:45 Current Issues in Divisive Strategies – Spin-Offs
Tax-free spin-offs, split-offs and split-ups under Section 355; analysis of issues in innovative divisive transactions; developing IRS/Treasury views on no-rule policy; changes in administrative practice; evolving techniques for leveraged distributions; unresolved interpretive issues under Sections 355(d) and (e); cash-rich split-offs; restructuring issues for spin-offs; issues and techniques arising from the enactment of the 2017 Tax Act
Eric Solomon, Lewis R. Steinberg, Thomas F. Wessel, Robert H. Wellen (Invited) [Associate Chief Counsel (Corporate), Internal Revenue Service]

1:45 Current Issues in M&A
Effect of the 2017 Tax Act on M&A transactions
William D. Alexander, Peter C. Canellos, William S. Dixon, Lisa A. Fuller (Invited) [Acting Deputy Associate Chief Counsel (Corporate), Internal Revenue Service]

2:45 Networking Break

3:00 Taxable Transaction Alternatives
Impact of new provisions in the 2017 Tax Act (including Section 168(k) and new tax rates) when assessing the relative merits of taxable transactions versus tax-free reorganizations and spin-offs, and whether to sell stock versus assets; tax planning for sales of controlled foreign corporations, including the effects of new Sections 245A, 951A, and 250
Mark J. Silverman, Karen Gilbreath Sowell, Maurice M. LaBrie (Invited) [Assistant Branch Chief, Office of the Associate Chief Counsel (Corporate, Branch 5), Internal Revenue Service]

4:15 Corporate Tax Strategies and Techniques Using Partnerships, LLCs and Other Strategic Alliances
Use of partnerships and other passthrough entities in a joint venture or as the acquiring entity; publicly traded partnerships; mixing bowl partnerships; leveraged partnerships; treatment of Section 197 intangibles in a partnership context; imaginative uses of the check-the-box regulations; single-member LLCs; effects of 2017 Tax Act, including carried interest and Section 163(j) changes
Stuart L. Rosow, Blake D. Rubin

5:15 Adjourn

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

8:30 Corporate Transactions Open Discussion
Participate in a discussion of audience-selected corporate issues and transactions
Mark J. Silverman, Eric Solomon

9:15 Interesting Corporate Transactions of the Past Year
A review and critique of recent novel M&A transactions, including the impact of the 2017 Tax Act on recent transactions
Linda E. Carlisle, Thomas A. Humphreys, Scott M. Levine 

10:45 Networking Break

11:00 Tax Accounting Issues in Mergers and Acquisitions
Tax accounting issues arising in taxable and tax-free acquisitions, dispositions and recapitalizations; treatment of M&A expenses; success-based fees; milestone payments; capitalized costs; recent IRS guidance; accounting method issues; impact of the 2017 Tax Act on tax accounting issues arising in a mergers and acquisitions context
C. Ellen MacNeil, Ellen McElroy, Amy J. Sargent

11:45 Understanding and Managing Stock Basis and Earnings and Profits
Review of evolving law related to stock basis and E&P of U.S. and foreign corporations in light of significant changes made by the 2017 Tax Act; the value of basis and E&P in a post-2017 Tax Act world; planning techniques for optimizing attributes and avoiding pitfalls in business transactions
Marc A. Countryman, Brian W. Reed, Karen Gilbreath Sowell, Gordon E. Warnke, Kevin M. Jacobs (Invited) [Senior Technician Reviewer, Office of the Associate Chief Counsel (Corporate, Branch 4), Internal Revenue Service]

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. – 6:00 p.m.

1:30 Tax Strategies for Financially Troubled Businesses and Other Loss Companies
Equity for debt exchanges and ownership changes under Section 382; COD/OID/AHYDO/CERT; Section 108 and 382-related guidance; strategies for acquisitions of loss companies; issues in bankruptcies; debt for debt exchanges and modifications; issues regarding worthless stock deductions; treatment of net operating losses under the 2017 Tax Act
Stuart J. Goldring, Linda Z. Swartz, David W. Zimmerman, Douglas C. Bates (Invited) [Branch Chief, Office of the Associate Chief Counsel (Corporate, Branch 4), Internal Revenue Service]

2:30 Passthrough Corporations – RICs, REITs and UpCs
Discussion of entities that have elected to operate in alternative forms, separate or in conjunction with a related corporation and the tax issues associated with these types of entities, including key changes in operative rules and effective tax rates due to the 2017 Tax Act
Cristina Arumi, Richard M. Nugent, Dean S. Shulman, Clifford M. Warren (Invited) [Senior Level Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service] 

3:15 Networking Break

3:30 Impact of 2017 Tax Act on Cross-Border Acquisitions and Divestitures
Key corporate and shareholder tax issues; impact of lower corporate rates and limitations on losses and deductions; impact of global intangible low-taxed income (“GILTI”) on purchase transactions; changes to the foreign tax credit rules; some surprising changes affecting cross-chain transfers among affiliated corporations; impact of new rules on some of the negotiating dynamics between buyers and sellers over issues such as a pre-closing tax indemnity and control of post-closing examinations
Kimberly S. Blanchard, Nicholas J. DeNovio, Hal Hicks, Shane M. McCarrick (Invited) [Senior Counsel, Office of the Associate Chief Counsel (International, Branch 4), Internal Revenue Service]

4:45 Restructuring Multinational Groups after the 2017 Tax Act
Cross-border structuring issues and the impact of new GILTI, foreign-derived intangible income ("FDII"), base erosion anti-abuse tax ("BEAT"), Section 163(j) and anti-hybrid rules on the location of third party and intercompany financing arrangements, tangible and intangible asset ownership, and intercompany service and contract arrangements
Jose E. Murillo, Caroline H. Ngo, Eric B. Sensenbrenner, Raymond J. Stahl (Invited) [Special Counsel, Office of the Associate Chief Counsel (International), Internal Revenue Service]

6:00 Adjourn

Day Three: 8:30 a.m. - 4:30 p.m.

8:30 Planning for Private Equity and Hedge Fund Investments
Planning for private equity and hedge fund investments, including investments in operating partnerships, debt pushdowns, rollover equity, planning under Sections 336(e) and 338, management compensation, and planning relating to various 2017 Tax Act provisions such as the new limitations on interest deductibility, the spread between the corporate tax rate and individual tax rate, the new carried interest rules, the new deduction under Section 199A, and the new expensing rules
David H. Schnabel, Eric B. Sloan 

9:45 Financial Instruments in M&A and Other Corporate Transactions
Structuring M&A financings and related transactions in a post-2017 Tax Act world, with a view to location and timing of deductions and income (including impacts of Section 163(j), BEAT and GILTI regimes)
Jeffrey W. Maddrey, Erika W. Nijenhuis, Dana L. Trier

10:45 Networking Break

11:00 Dealing with Restricted Stock, Stock Options and Executive Compensation in Corporate M&A Transactions
Compensation issues in M&A transactions; treatment of outstanding equity-based awards, including restricted stock, stock options and assuming or eliminating deferred compensation in an acquisition; allocation of deductions between buyer and seller; Sections 280G and 4999 relating to golden parachutes and amelioration techniques for gross-ups; impact of Sections 409A and 457A; effect of recent tax legislation on Section 162(m) issues in transactions and employee deductions for compensation clawbacks
Andrew L. Gaines, Andrew L. Oringer, Kenneth A. Raskin

12:00 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room

Afternoon Session: 12:30 p.m. – 4:30 p.m.

12:30 State and Local Tax Issues in Corporate M&A Transactions
State and local tax issues that arise in corporate transactions with particular emphasis on IRC Section 338(h)(10) sales and tax-free reorganizations and spin-offs; potential pitfalls and planning opportunities will be discussed; as well as the impact of the 2017 Tax Act on the state taxation of transactions
Peter L. Faber, David J. Shipley

1:15 Exploring the Limits of the Evolving Economic Substance and Business Purpose Doctrines and Related Penalty and Ethics Issues
Guidance on making sure your transactions will pass muster under the Economic Substance, Sham Transaction, Substance over Form and related doctrines; determining when the IRS will respect a transaction as structured and when it will disregard the form of the transaction to disallow the claimed tax benefits; identifying situations where courts will uphold penalties imposed against taxpayers and discussion of what constitutes reasonable reliance on a practitioner for the purpose of avoiding penalties; review of recent case law as well as penalty and ethical standards
Susan E. Seabrook, Bryan C. Skarlatos, Diana L. Wollman

2:15 Networking Break

2:30 Consolidated Return Planning and Strategies
Current issues in consolidated returns arising from recent legislation, including Section 965, Section 163(j), GILTI, FDII and BEAT; recent IRS Notices, proposed and final regulations, and PLRs; recent court decisions; and buyer and seller planning for acquisitions and dispositions, including tax sharing agreements
William D. Alexander, Audrey Nacamuli Charling, Andrew J. Dubroff, Michael L. Schler, Marie C. Milnes-Vasquez (Invited) [Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service], Julie T. Wang (Invited) [Senior Counsel, Office of the Associate Chief Counsel (Corporate, Branch 2), Internal Revenue Service] 

4:30 Adjourn

Co-Chair(s)
William D. Alexander ~ Skadden, Arps, Slate, Meagher & Flom LLP
Linda E. Carlisle ~ Chief Operating Officer & General Counsel, Unicom Capital LLC
Speaker(s)
Douglas C. Bates ~ Branch Chief, Office of the Associate Chief Counsel (Corporate, Branch 4), Internal Revenue Service
Kimberly S. Blanchard ~ Weil, Gotshal & Manges LLP
Peter C. Canellos ~ Wachtell, Lipton, Rosen & Katz
William G. Cavanagh ~ Norton Rose Fulbright US LLP
Audrey Nacamuli Charling ~ Senior Tax Counsel, General Electric Company
Nicholas J. DeNovio ~ Latham & Watkins LLP
William S. Dixon ~ Managing Director, Mergers & Acquisitions, Citigroup Global Markets Inc.
Peter L. Faber ~ McDermott Will & Emery LLP
Louis S. Freeman ~ Retired Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Lisa A. Fuller ~ Acting Deputy Associate Chief Counsel (Corporate), Internal Revenue Service
Andrew L. Gaines ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Stuart J. Goldring ~ Weil Gotshal & Manges LLP
Hal Hicks ~ Skadden, Arps, Slate, Meagher & Flom LLP
Thomas A. Humphreys ~ Mayer Brown LLP
Kevin M. Jacobs ~ Senior Technician Reviewer, Office of the Associate Chief Counsel (Corporate, Branch 4), Internal Revenue Service
Maurice M. LaBrie ~ Assistant Branch Chief, Office of the Associate Chief Counsel (Corporate, Branch 5), Internal Revenue Service
Scott M. Levine ~ Jones Day
C. Ellen MacNeil ~ AndersenTax
Shane M. McCarrick ~ Senior Counsel, Office of the Associate Chief Counsel (International, Branch 4), Internal Revenue Service
Ellen McElroy ~ Eversheds Sutherland (US) LLP
Marie C. Milnes-Vasquez ~ Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service
Caroline H. Ngo ~ McDermott Will & Emery LLP
Erika W. Nijenhuis ~ Cleary Gottlieb Steen & Hamilton LLP
Richard M. Nugent ~ Jones Day
Andrew L. Oringer ~ Dechert LLP
Deborah L. Paul ~ Wachtell, Lipton, Rosen & Katz
Kenneth A. Raskin ~ King & Spalding
Richard L. Reinhold ~ Willkie Farr & Gallagher LLP
Donald E. Rocap ~ Kirkland & Ellis LLP
Stuart L. Rosow ~ Proskauer Rose LLP
Michael L. Schler ~ Cravath, Swaine & Moore LLP
David H. Schnabel ~ Davis Polk & Wardwell LLP
Susan E. Seabrook ~ Eversheds Sutherland (US) LLP
Eric B. Sensenbrenner ~ Skadden, Arps, Slate, Meagher & Flom LLP
David J. Shipley ~ McCarter & English, LLP
Dean S. Shulman ~ Kirkland & Ellis LLP
Mark J. Silverman ~ Steptoe & Johnson LLP
Bryan C. Skarlatos ~ Kostelanetz & Fink LLP
Eric B. Sloan ~ Gibson, Dunn & Crutcher LLP
Raymond J. Stahl ~ Special Counsel; Office of the Associate Chief Counsel (International), Internal Revenue Service
Lewis R. Steinberg ~ Managing Director, Head of Structured Solutions, Mergers & Acquisitions, Global Corporate and Investment Bank, Bank of America Merrill Lynch
Linda Z. Swartz ~ Cadwalader, Wickersham & Taft LLP
Dana L. Trier ~ Davis Polk & Wardwell LLP
Julie T. Wang ~ Senior Counsel, Office of the Associate Chief Counsel (Corporate, Branch 2), Internal Revenue Service
Gordon E. Warnke ~ KPMG LLP
Clifford M. Warren ~ Senior Level Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service
Robert H. Wellen ~ Associate Chief Counsel (Corporate), Internal Revenue Service
Thomas F. Wessel ~ KPMG LLP
Diana L. Wollman ~ Cleary Gottlieb Steen & Hamilton LLP
Philip B. Wright ~ Bryan Cave Leighton Paisner LLP
David W. Zimmerman ~ Miller & Chevalier Chartered
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.


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This three-day program will focus on the tax issues presented by the entire spectrum of modern major corporate transactions, from single-buyer acquisitions of a division or subsidiary to multi-party joint ventures, cross-border mergers, and complex acquisitions of public companies with domestic and foreign operations, including spin-offs and other dispositions of unwanted operations. 

Tax Strategies 2018 will be the most comprehensive and insightful conference you could possibly attend on corporate tax. You will receive the very latest information, strategies and practical insights available from leading tax practitioners from law firms, accounting firms, corporations and academia from across the United States, along with policymakers from the IRS.

EVOLVING TAX ISSUES IN COMPLEX M&A TRANSACTIONS

  • Learn practical strategies and solutions
  • Keep up with cutting-edge issues by learning about the hottest topics in corporate tax
  • Gain insights from an outstanding faculty of more than 50 experts drawn from the IRS, private practice, corporations and academia
  • Participate in a discussion of audience-selected transactions during our Corporate Transactions session
  • Hear about the most “Interesting Transactions of the Past Year”
  • Receive a complimentary flash drive of PLI’s number one bestseller, The Corporate Tax Practice Series: Strategies for Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings

Plus this year’s program features expanded coverage of international tax issues with two new sessions:

  • Impact of 2017 Tax Act on Cross-Border Acquisitions & Divestitures
  • Restructuring Multinational Groups after the 2017 Tax Act

Topics Include 

  • Impact of the 2017 Tax Act on corporate acquisitions and dispositions
  • Overview and strategies in representing sellers
  • Taxable transaction alternatives
  • Advanced transactional planning in private equity M&A
  • Understanding and managing stock basis and earnings and profits
  • Corporate tax strategies and techniques using partnerships and LLCs
  • Passthrough corporations – RICs, REITs and UpCs
  • Interesting corporate transactions of the past year
  • Exploring the limits of the evolving economic substance and business purpose doctrines, and related penalty and ethical issues

Program Level – Overview 
Intended Audience - Law firm and accounting firm professionals, in-house tax professionals and government attorneys who want to study the tax issues presented by modern major corporate transactions
Prerequisites – An interest in deepening your understanding of the tax issues presented by the entire spectrum of corporate transactions
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: 8:15 a.m. - 5:15 p.m.

8:15 Opening Remarks
William D. Alexander, Eric Solomon

8:30 Overview and Strategies in Representing Sellers
Effects of 2012 Act and the 2017 Tax Act on stock sale/asset sale strategies; effects of rate changes, reclassifications, and 2017 Tax Act provisions on deal structurings; shareholder-level structurings - Boston Scientific/Guidant; VNU/IMS and Whirlpool/Maytag versus P&G/Gillette; Burger King/Tim Hortons; SBC/AT&T and Verizon/MCI; asset-level structurings - effects of General Utilities repeal; Petrie Stores/Toys “R” Us and its aftermath; IMS Health/Gartner; sponsored leveraged spin-offs; evolving post-2017 Tax Act structurings; evolution of Section 351 - National Starch/Unilever, Nestle/Dreyer’s, BlackRock/Merrill, NewsCorp/Dow and Northrop/Litton; combined sale/redemption, recapitalization and other techniques; monetization techniques; contingent payments, convertibles, putables, exchangeables and open transaction treatment; New IRS rule and no-rule policies and Business Plan topics
Louis S. Freeman 

9:45 Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements
Key risk allocation issues; the tax due diligence process; negotiating and drafting provisions in acquisition agreements; indemnification issues; target’s tax elections; reporting requirements; impact of the 2017 Tax Act on the terms of the agreement and the negotiation process
Lauren Angelilli, William G. Cavanagh, Diana S. Doyle

11:00 Networking Break

11:15 Structuring Leveraged Buyouts
Stepped-up asset basis vs. carryover basis for buyer and single vs. double taxation for seller in the context of a taxable asset purchase, stock purchase (with and without Section 338(h)(10) election or Section 336(e) election), or merger; leveraged recapitalizations and other forms of partial or complete exit; multi-layer debt and equity financing structures; interest deductibility (including debt/equity characterization, Section 279, Section 163(e)(5), Section 163(l), Section 163(j), and OID); preferred stock and accrual of dividends thereon; warrants and convertibles
Jack S. Levin

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. – 5:15 p.m.

12:45 Current Issues in Divisive Strategies – Spin-Offs
Tax-free spin-offs, split-offs and split-ups under Section 355; analysis of issues in innovative divisive transactions; developing IRS/Treasury views on no-rule policy; changes in administrative practice; evolving techniques for leveraged distributions; unresolved interpretive issues under Sections 355(d) and (e); cash-rich split-offs; restructuring issues for spin-offs; issues and techniques arising from the enactment of the 2017 Tax Act
William D. Alexander, Joseph M. Pari, Thomas F. Wessel, Mark Weiss (Invited) [Branch Chief, Office of the Associate Chief Counsel (Corporate, Branch 2), Internal Revenue Service]

1:45 Current Issues in M&A
Effect of the 2017 Tax Act on M&A transactions
James R. Barry, Jasper L. Cummings, Jr., Bernita L. Thigpen, William W. Burhop (Invited) [Senior Technician Reviewer, Office of the Associate Chief Counsel (Corporate, Branch 5), Internal Revenue Service]

2:45 Networking Break

3:00 Taxable Transaction Alternatives
Impact of new provisions in the 2017 Tax Act (including Section 168(k) and new tax rates) when assessing the relative merits of taxable transactions versus tax-free reorganizations and spin-offs, and whether to sell stock versus assets; tax planning for sales of controlled foreign corporations, including the effects of new Sections 245A, 951A, and 250
Gregory N. Kidder, Shane J. Kiggen, Eric Solomon, Mark Weiss (Invited) [Branch Chief, Office of the Associate Chief Counsel (Corporate, Branch 2), Internal Revenue Service]

4:15 Corporate Tax Strategies and Techniques Using Partnerships, LLCs and Other Strategic Alliances
Use of partnerships and other passthrough entities in a joint venture or as the acquiring entity; publicly traded partnerships; mixing bowl partnerships; leveraged partnerships; treatment of Section 197 intangibles in a partnership context; imaginative uses of the check-the-box regulations; single-member LLCs; effects of 2017 Tax Act, including carried interest and Section 163(j) changes
Glenn E. Dance, Todd D. Golub, Richard M. Lipton

5:15 Adjourn

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

8:30 Corporate Transactions Open Discussion
Participate in a discussion of audience-selected corporate issues and transactions
Jasper L. Cummings, Jr., Eric Solomon

9:15 Interesting Corporate Transactions of the Past Year
A review and critique of recent novel M&A transactions, including the impact of the 2017 Tax Act on recent transactions
Suresh T. Advani, Julie A. Divola, Philip B. Wright

10:45 Networking Break

11:00 Tax Accounting Issues in Mergers and Acquisitions
Tax accounting issues arising in taxable and tax-free acquisitions, dispositions and recapitalizations; treatment of M&A expenses; success-based fees; milestone payments; capitalized costs; recent IRS guidance; accounting method issues; impact of the 2017 Tax Act on tax accounting issues arising in a mergers and acquisitions context
Mary R. Duffy, George A. Hani, Amy J. Sargent

11:45 Understanding and Managing Stock Basis and Earnings and Profits
Review of evolving law related to stock basis and E&P of U.S. and foreign corporations in light of significant changes made by the 2017 Tax Act; the value of basis and E&P in a post-2017 Tax Act world; planning techniques for optimizing attributes and avoiding pitfalls in business transactions
Marc A. Countryman, Brian W. Reed, Karen Gilbreath Sowell, Gordon E. Warnke

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. – 6:00 p.m.

1:30 Tax Strategies for Financially Troubled Businesses and Other Loss Companies
Equity for debt exchanges and ownership changes under Section 382; COD/OID/AHYDO/CERT; Section 108 and 382-related guidance; strategies for acquisitions of loss companies; issues in bankruptcies; debt for debt exchanges and modifications; issues regarding worthless stock deductions; treatment of net operating losses under the 2017 Tax Act
Mark R. Hoffenberg, Joseph M. Kronsnoble, Candace A. Ridgway, William W. Burhop (Invited) [Senior Technician Reviewer, Office of the Associate Chief Counsel (Corporate, Branch 5), Internal Revenue Service]

2:30 Passthrough Corporations – RICs, REITs and UpCs
Discussion of entities that have elected to operate in alternative forms, separate or in conjunction with a related corporation and the tax issues associated with these types of entities, including key changes in operative rules and effective tax rates due to the 2017 Tax Act
David F. Levy, Richard M. Nugent, Dean S. Shulman, Kevin I. Babitz (Invited) [Attorney, Office of the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service] 

3:15 Networking Break

3:30 Impact of 2017 Tax Act on Cross-Border Acquisitions and Divestitures
Key corporate and shareholder tax issues; impact of lower corporate rates and limitations on losses and deductions; impact of global intangible low-taxed income (“GILTI”) on purchase transactions; changes to the foreign tax credit rules; some surprising changes affecting cross-chain transfers among affiliated corporations; impact of new rules on some of the negotiating dynamics between buyers and sellers over issues such as a pre-closing tax indemnity and control of post-closing examinations
Joan C. Arnold, Paul W. Oosterhuis, Lowell D. Yoder, Robert B. Williams, Jr. (Invited) [Senior Counsel, Office of the Associate Chief Counsel (International, Branch 4), Internal Revenue Service]

4:45 Restructuring Multinational Groups after the 2017 Tax Act
Cross-border structuring issues and the impact of new GILTI, foreign-derived intangible income ("FDII"), base erosion anti-abuse tax ("BEAT"), Section 163(j) and anti-hybrid rules on the location of third party and intercompany financing arrangements, tangible and intangible asset ownership, and intercompany service and contract arrangements
Devon M. Bodoh, Corey M. Goodman, Dana L. Trier, Anne O. Devereaux (Invited) [Deputy Associate Chief Counsel (International), Internal Revenue Service]

6:00 Adjourn

Day Three: 8:30 a.m. - 4:30 p.m.

8:30 Planning for Private Equity and Hedge Fund Investments
Planning for private equity and hedge fund investments, including investments in operating partnerships, debt pushdowns, rollover equity, planning under Sections 336(e) and 338, management compensation, and planning relating to various 2017 Tax Act provisions such as the new limitations on interest deductibility, the spread between the corporate tax rate and individual tax rate, the new carried interest rules, the new deduction under Section 199A, and the new expensing rules
David H. Schnabel, Eric B. Sloan 

9:45 Financial Instruments in M&A and Other Corporate Transactions
Structuring M&A financings and related transactions in a post-2017 Tax Act world, with a view to location and timing of deductions and income (including impacts of Section 163(j), BEAT and GILTI regimes)
Craig J. Gibian, William L. McRae, Dana L. Trier

10:45 Networking Break

11:00 Dealing with Restricted Stock, Stock Options and Executive Compensation in Corporate M&A Transactions
Compensation issues in M&A transactions; treatment of outstanding equity-based awards, including restricted stock, stock options and assuming or eliminating deferred compensation in an acquisition; allocation of deductions between buyer and seller; Sections 280G and 4999 relating to golden parachutes and amelioration techniques for gross-ups; impact of Sections 409A and 457A; effect of recent tax legislation on Section 162(m) issues in transactions and employee deductions for compensation clawbacks
Jeanie Cogill, Paul J. Wessel, Lawrence I. Witdorchic 

12:00 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room

Afternoon Session: 12:30 p.m. – 4:30 p.m.

12:30 State and Local Tax Issues in Corporate M&A Transactions
State and local tax issues that arise in corporate transactions with particular emphasis on IRC Section 338(h)(10) sales and tax-free reorganizations and spin-offs; potential pitfalls and planning opportunities will be discussed; as well as the impact of the 2017 Tax Act on the state taxation of transactions
John A. Biek, Peter L. Faber

1:15 Exploring the Limits of the Evolving Economic Substance and Business Purpose Doctrines and Related Penalty and Ethics Issues
Guidance on making sure your transactions will pass muster under the Economic Substance, Sham Transaction, Substance over Form and related doctrines; determining when the IRS will respect a transaction as structured and when it will disregard the form of the transaction to disallow the claimed tax benefits; identifying situations where courts will uphold penalties imposed against taxpayers and discussion of what constitutes reasonable reliance on a practitioner for the purpose of avoiding penalties; review of recent case law as well as penalty and ethical standards
Megan L. Brackney, Bradley M. Seltzer, Jenny L. Johnson Ware 

2:15 Networking Break

2:30 Consolidated Return Planning and Strategies
Current issues in consolidated returns arising from recent legislation, including Section 965, Section 163(j), GILTI, FDII and BEAT; recent IRS Notices, proposed and final regulations, and PLRs; recent court decisions; and buyer and seller planning for acquisitions and dispositions, including tax sharing agreements
Lawrence M. Axelrod, Bryan P. Collins, Jeffrey L. Vogel, Marie C. Milnes-Vasquez (Invited) [Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service] 

4:30 Adjourn

Co-Chair(s)
William D. Alexander ~ Skadden, Arps, Slate, Meagher & Flom LLP
Speaker(s)
Suresh T. Advani ~ Sidley Austin LLP
Lauren Angelilli ~ Cravath, Swaine & Moore LLP
Joan C. Arnold ~ Pepper Hamilton LLP
Lawrence M. Axelrod ~ Morgan, Lewis & Bockius LLP
Kevin I. Babitz ~ Attorney, Office of the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service
James R. Barry ~ Mayer Brown LLP
John A. Biek ~ Neal, Gerber & Eisenberg LLP
Devon M. Bodoh ~ KPMG LLP
Megan L. Brackney ~ Kostelanetz & Fink LLP
William W. Burhop ~ Senior Technician Reviewer, Office of the Associate Chief Counsel (Corporate, Branch 5) , Internal Revenue Service
William G. Cavanagh ~ Norton Rose Fulbright US LLP
Jeanie Cogill ~ Morgan, Lewis & Bockius LLP
Bryan P. Collins ~ Deloitte Tax LLP
Jasper L. Cummings, Jr. ~ Alston & Bird LLP
Glenn E. Dance ~ Grant Thornton LLP
Anne O. Devereaux ~ Deputy Associate Chief Counsel (International), Internal Revenue Service
Julie A. Divola ~ Pillsbury Winthrop Shaw Pittman LLP
Diana S. Doyle ~ Latham & Watkins LLP
Mary R. Duffy ~ AndersenTax
Peter L. Faber ~ McDermott Will & Emery LLP
Louis S. Freeman ~ Retired Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Craig J. Gibian ~ Deloitte Tax LLP
Corey M. Goodman ~ Cleary Gottlieb Steen & Hamilton LLP
George A. Hani ~ Miller & Chevalier Chartered
Mark R. Hoffenberg ~ KPMG LLP
Jenny L. Johnson Ware ~ Johnson Moore
Gregory N. Kidder ~ Steptoe & Johnson LLP
Joseph M. Kronsnoble ~ Latham & Watkins LLP
Jack S. Levin ~ Kirkland & Ellis LLP
David F. Levy ~ Skadden, Arps, Slate, Meagher & Flom LLP
Richard M. Lipton ~ Baker & McKenzie LLP
William L. McRae ~ Cleary Gottlieb Steen & Hamilton LLP
Marie C. Milnes-Vasquez ~ Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service
Richard M. Nugent ~ Jones Day
Paul W. Oosterhuis ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joseph M. Pari ~ KPMG LLP
Candace A. Ridgway ~ Jones Day
David H. Schnabel ~ Davis Polk & Wardwell LLP
Bradley M. Seltzer ~ Eversheds Sutherland (US) LLP
Dean S. Shulman ~ Kirkland & Ellis LLP
Eric B. Sloan ~ Gibson, Dunn & Crutcher LLP
Bernita L. Thigpen ~ KPMG LLP
Dana L. Trier ~ Davis Polk & Wardwell LLP
Jeffrey L. Vogel ~ KPMG LLP
Gordon E. Warnke ~ KPMG LLP
Mark Weiss ~ Branch Chief, Office of the Chief Counsel (Corporate, Branch 2), Internal Revenue Service
Paul J. Wessel ~ Weil, Gotshal & Manges LLP
Thomas F. Wessel ~ KPMG LLP
Robert B. Williams, Jr. ~ Senior Counsel; Office of the Associate Chief Counsel (International, Branch 4), Internal Revenue Service
Lawrence I. Witdorchic ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Philip B. Wright ~ Bryan Cave Leighton Paisner LLP
Lowell D. Yoder ~ McDermott Will & Emery LLP
Program Attorney(s)
Stacey L. Greenblatt ~ Senior Program Attorney, Practising Law Institute

Chicago Seminar Location and Hotel Accommodations

Intercontinental Hotel Chicago, 505 N. Michigan Avenue, Chicago, IL 60611. (312) 944-4100. A block of rooms has been reserved for this program. Please call reservations at 1-800-628-2112 and mention the name of the program. The cutoff date for the preferred rate is October 16, 2018.

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This three-day program will focus on the tax issues presented by the entire spectrum of modern major corporate transactions, from single-buyer acquisitions of a division or subsidiary to multi-party joint ventures, cross-border mergers, and complex acquisitions of public companies with domestic and foreign operations, including spin-offs and other dispositions of unwanted operations. 

Tax Strategies 2018 will be the most comprehensive and insightful conference you could possibly attend on corporate tax. You will receive the very latest information, strategies and practical insights available from leading tax practitioners from law firms, accounting firms, corporations and academia from across the United States, along with policymakers from the IRS.

EVOLVING TAX ISSUES IN COMPLEX M&A TRANSACTIONS

  • Learn practical strategies and solutions
  • Keep up with cutting-edge issues by learning about the hottest topics in corporate tax
  • Gain insights from an outstanding faculty of more than 50 experts drawn from the IRS, private practice, corporations and academia
  • Participate in a discussion of audience-selected transactions during our Corporate Transactions session
  • Hear about the most “Interesting Transactions of the Past Year”
  • Receive a complimentary flash drive of PLI’s number one bestseller, The Corporate Tax Practice Series: Strategies for Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings

Plus this year’s program features expanded coverage of international tax issues with two new sessions:

  • Impact of 2017 Tax Act on Cross-Border Acquisitions & Divestitures
  • Restructuring Multinational Groups after the 2017 Tax Act

Topics Include 

  • Impact of the 2017 Tax Act on corporate acquisitions and dispositions
  • Overview and strategies in representing sellers
  • Taxable transaction alternatives
  • Advanced transactional planning in private equity M&A
  • Understanding and managing stock basis and earnings and profits
  • Corporate tax strategies and techniques using partnerships and LLCs
  • Passthrough corporations – RICs, REITs and UpCs
  • Interesting corporate transactions of the past year
  • Exploring the limits of the evolving economic substance and business purpose doctrines, and related penalty and ethical issues

Program Level – Overview 
Intended Audience - Law firm and accounting firm professionals, in-house tax professionals and government attorneys who want to study the tax issues presented by modern major corporate transactions
Prerequisites – An interest in deepening your understanding of the tax issues presented by the entire spectrum of corporate transactions
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: 8:15 a.m. - 5:15 p.m.

8:15 Opening Remarks
William D. Alexander, Eric Solomon

8:30 Overview and Strategies in Representing Sellers
Effects of 2012 Act and the 2017 Tax Act on stock sale/asset sale strategies; effects of rate changes, reclassifications, and 2017 Tax Act provisions on deal structurings; shareholder-level structurings - Boston Scientific/Guidant; VNU/IMS and Whirlpool/Maytag versus P&G/Gillette; Burger King/Tim Hortons; SBC/AT&T and Verizon/MCI; asset-level structurings - effects of General Utilities repeal; Petrie Stores/Toys “R” Us and its aftermath; IMS Health/Gartner; sponsored leveraged spin-offs; evolving post-2017 Tax Act structurings; evolution of Section 351 - National Starch/Unilever, Nestle/Dreyer’s, BlackRock/Merrill, NewsCorp/Dow and Northrop/Litton; combined sale/redemption, recapitalization and other techniques; monetization techniques; contingent payments, convertibles, putables, exchangeables and open transaction treatment; New IRS rule and no-rule policies and Business Plan topics
Louis S. Freeman 

9:45 Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements
Key risk allocation issues; the tax due diligence process; negotiating and drafting provisions in acquisition agreements; indemnification issues; target’s tax elections; reporting requirements; impact of the 2017 Tax Act on the terms of the agreement and the negotiation process
Beth A. Carr, Julie A. Divola, Kenneth H. Heitner

11:00 Networking Break

11:15 Structuring Leveraged Buyouts
Stepped-up asset basis vs. carryover basis for buyer and single vs. double taxation for seller in the context of a taxable asset purchase, stock purchase (with and without Section 338(h)(10) election or Section 336(e) election), or merger; leveraged recapitalizations and other forms of partial or complete exit; multi-layer debt and equity financing structures; interest deductibility (including debt/equity characterization, Section 279, Section 163(e)(5), Section 163(l), Section 163(j), and OID); preferred stock and accrual of dividends thereon; warrants and convertibles
Jodi J. Schwartz, R. David Wheat, Pardis Zomorodi

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. – 5:15 p.m.

12:45 Current Issues in Divisive Strategies – Spin-Offs
Tax-free spin-offs, split-offs and split-ups under Section 355; analysis of issues in innovative divisive transactions; developing IRS/Treasury views on no-rule policy; changes in administrative practice; evolving techniques for leveraged distributions; unresolved interpretive issues under Sections 355(d) and (e); cash-rich split-offs; restructuring issues for spin-offs; issues and techniques arising from the enactment of the 2017 Tax Act
Jay M. Singer, Eric Solomon, Thomas F. Wessel, Gerald B. Fleming (Invited) [Senior Technician Reviewer, Office of the Associate Chief Counsel  (Corporate, Branch 2), Internal Revenue Service]

1:45 Current Issues in M&A
Effect of the 2017 Tax Act on M&A transactions
William D. Alexander, Rachel D. Kleinberg, Gary B. Wilcox, Russell G. Jones (Invited) [Senior Counsel, Office of the Associate Chief Counsel (Corporate, Branch 3), Internal Revenue Service]

2:45 Networking Break

3:00 Taxable Transaction Alternatives
Impact of new provisions in the 2017 Tax Act (including Section 168(k) and new tax rates) when assessing the relative merits of taxable transactions versus tax-free reorganizations and spin-offs, and whether to sell stock versus assets; tax planning for sales of controlled foreign corporations, including the effects of new Sections 245A, 951A, and 250
Mark J. Silverman, Karen Gilbreath Sowell, John B. Lovelace (Invited) [Attorney, Office of the Associate Chief Counsel (Corporate, Branch 5), Internal Revenue Service]

4:15 Corporate Tax Strategies and Techniques Using Partnerships, LLCs and Other Strategic Alliances
Use of partnerships and other passthrough entities in a joint venture or as the acquiring entity; publicly traded partnerships; mixing bowl partnerships; leveraged partnerships; treatment of Section 197 intangibles in a partnership context; imaginative uses of the check-the-box regulations; single-member LLCs; effects of 2017 Tax Act, including carried interest and Section 163(j) changes
Glenn E. Dance, Stephen D. Rose, Andrea Macintosh Whiteway

5:15 Adjourn

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

8:30 Corporate Transactions Open Discussion
Participate in a discussion of audience-selected corporate issues and transactions
Mark J. Silverman, Eric Solomon

9:15 Interesting Corporate Transactions of the Past Year
A review and critique of recent novel M&A transactions, including the impact of the 2017 Tax Act on recent transactions
Suresh T. Advani, David B. Strong, Philip B. Wright

10:45 Networking Break

11:00 Tax Accounting Issues in Mergers and Acquisitions
Tax accounting issues arising in taxable and tax-free acquisitions, dispositions and recapitalizations; treatment of M&A expenses; success-based fees; milestone payments; capitalized costs; recent IRS guidance; accounting method issues; impact of the 2017 Tax Act on tax accounting issues arising in a mergers and acquisitions context
Annette M. Ahlers, Mary R. Duffy, George A. Hani 

11:45 Understanding and Managing Stock Basis and Earnings and Profits
Review of evolving law related to stock basis and E&P of U.S. and foreign corporations in light of significant changes made by the 2017 Tax Act; the value of basis and E&P in a post-2017 Tax Act world; planning techniques for optimizing attributes and avoiding pitfalls in business transactions
Marc A. Countryman, Brian W. Reed, Karen Gilbreath Sowell, Gordon E. Warnke

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. – 6:00 p.m.

1:30 Tax Strategies for Financially Troubled Businesses and Other Loss Companies
Equity for debt exchanges and ownership changes under Section 382; COD/OID/AHYDO/CERT; Section 108 and 382-related guidance; strategies for acquisitions of loss companies; issues in bankruptcies; debt for debt exchanges and modifications; issues regarding worthless stock deductions; treatment of net operating losses under the 2017 Tax Act
Milton B. Hyman, Todd F. Maynes, Victor L. Penico, John F. Tarrant (Invited) [Attorney, Office of the Associate Chief Counsel (Corporate, Branch 3), Internal Revenue Service]

2:30 Passthrough Corporations – RICs, REITs and UpCs
Discussion of entities that have elected to operate in alternative forms, separate or in conjunction with a related corporation and the tax issues associated with these types of entities, including key changes in operative rules and effective tax rates due to the 2017 Tax Act
Christian Brause, Richard M. Nugent, Sarah E. Ralph, Kevin I. Babitz (Invited) [Attorney, Office of the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service]

3:15 Networking Break

3:30 Impact of 2017 Tax Act on Cross-Border Acquisitions and Divestitures
Key corporate and shareholder tax issues; impact of lower corporate rates and limitations on losses and deductions; impact of global intangible low-taxed income (“GILTI”) on purchase transactions; changes to the foreign tax credit rules; some surprising changes affecting cross-chain transfers among affiliated corporations; impact of new rules on some of the negotiating dynamics between buyers and sellers over issues such as a pre-closing tax indemnity and control of post-closing examinations
Peter H. Blessing, Gretchen T. Sierra, Philip R. West, John J. Merrick (Invited) [Senior Level Counsel to the Associate Chief Counsel (International), Internal Revenue Service]

4:45 Restructuring Multinational Groups after the 2017 Tax Act
Cross-border structuring issues and the impact of new GILTI, foreign-derived intangible income ("FDII"), base erosion anti-abuse tax ("BEAT"), Section 163(j) and anti-hybrid rules on the location of third party and intercompany financing arrangements, tangible and intangible asset ownership, and intercompany service and contract arrangements
David L. Forst, Nathan W. Giesselman, Carol P. Tello, Daniel M. McCall (Invited) [Deputy Associate Chief Counsel (International-Technical), Internal Revenue Service]

6:00 Adjourn

Day Three: 8:30 a.m. - 4:30 p.m.

8:30 Planning for Private Equity and Hedge Fund Investments
Planning for private equity and hedge fund investments, including investments in operating partnerships, debt pushdowns, rollover equity, planning under Sections 336(e) and 338, management compensation, and planning relating to various 2017 Tax Act provisions such as the new limitations on interest deductibility, the spread between the corporate tax rate and individual tax rate, the new carried interest rules, the new deduction under Section 199A, and the new expensing rules
David H. Schnabel, Eric B. Sloan 

9:45 Financial Instruments in M&A and Other Corporate Transactions
Structuring M&A financings and related transactions in a post-2017 Tax Act world, with a view to location and timing of deductions and income (including impacts of Section 163(j), BEAT and GILTI regimes)
Eileen Marshall, Matthew A. Stevens

10:45 Networking Break

11:00 Dealing with Restricted Stock, Stock Options and Executive Compensation in Corporate M&A Transactions
Compensation issues in M&A transactions; treatment of outstanding equity-based awards, including restricted stock, stock options and assuming or eliminating deferred compensation in an acquisition; allocation of deductions between buyer and seller; Sections 280G and 4999 relating to golden parachutes and amelioration techniques for gross-ups; impact of Sections 409A and 457A; effect of recent tax legislation on Section 162(m) issues in transactions and employee deductions for compensation clawbacks
Barbara R. Mirza, Alessandra K. Murata, Anthony G. Provenzano

12:00 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room

Afternoon Session: 12:30 p.m. – 4:30 p.m.

12:30 State and Local Tax Issues in Corporate M&A Transactions
State and local tax issues that arise in corporate transactions with particular emphasis on IRC Section 338(h)(10) sales and tax-free reorganizations and spin-offs; potential pitfalls and planning opportunities will be discussed; as well as the impact of the 2017 Tax Act on the state taxation of transactions
Peter L. Faber, Charles J. Moll

1:15 Exploring the Limits of the Evolving Economic Substance and Business Purpose Doctrines and Related Penalty and Ethics Issues
Guidance on making sure your transactions will pass muster under the Economic Substance, Sham Transaction, Substance over Form and related doctrines; determining when the IRS will respect a transaction as structured and when it will disregard the form of the transaction to disallow the claimed tax benefits; identifying situations where courts will uphold penalties imposed against taxpayers and discussion of what constitutes reasonable reliance on a practitioner for the purpose of avoiding penalties; review of recent case law as well as penalty and ethical standards
Andrew M. Eisenberg, Lee A. Kelley, Laurence J. Stein

2:15 Networking Break

2:30 Consolidated Return Planning and Strategies
Current issues in consolidated returns arising from recent legislation, including Section 965, Section 163(j), GILTI, FDII and BEAT; recent IRS Notices, proposed and final regulations, and PLRs; recent court decisions; and buyer and seller planning for acquisitions and dispositions, including tax sharing agreements
William D. Alexander, Don A. Leatherman, Michael L. Schler, Russell G. Jones (Invited) [Senior Counsel, Office of the Associate Chief Counsel (Corporate, Branch 3), Internal Revenue Service]

4:30 Adjourn

Co-Chair(s)
William D. Alexander ~ Skadden, Arps, Slate, Meagher & Flom LLP
Speaker(s)
Suresh T. Advani ~ Sidley Austin LLP
Annette M. Ahlers ~ Pepper Hamilton LLP
Kevin I. Babitz ~ Attorney, Office of the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service
Peter H. Blessing ~ KPMG LLP
Christian Brause ~ Sidley Austin LLP
Glenn E. Dance ~ Grant Thornton LLP
Julie A. Divola ~ Pillsbury Winthrop Shaw Pittman LLP
Mary R. Duffy ~ AndersenTax
Andrew M. Eisenberg ~ Jones Day
Peter L. Faber ~ McDermott Will & Emery LLP
Gerald B. Fleming ~ Senior Technician Reviewer, Office of the Associate Chief Counsel (Corporate, Branch 2), Internal Revenue Service
David L. Forst ~ Fenwick & West LLP
Louis S. Freeman ~ Retired Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Nathan W. Giesselman ~ Skadden, Arps, Slate, Meagher & Flom LLP
George A. Hani ~ Miller & Chevalier Chartered
Kenneth H. Heitner ~ Weil, Gotshal & Manges LLP
Milton B. Hyman ~ Irell & Manella LLP
Russell G. Jones ~ Senior Counsel; Office of the Associate Chief Counsel (Corporate, Branch 3), Internal Revenue Service
Lee A. Kelley ~ Covington & Burling LLP
Rachel D. Kleinberg ~ Davis Polk & Wardwell LLP
Don A. Leatherman ~ W. Allen Separk Distinguished Professor of Law, University of Tennessee College of Law
John B. Lovelace ~ Attorney, Office of the Associate Chief Counsel (Corporate, Branch 5), Internal Revenue Service
Eileen Marshall ~ Wilson Sonsini Goodrich & Rosati, P.C.
Todd F. Maynes ~ Kirkland & Ellis LLP
Daniel M. McCall ~ Deputy Associate Chief Counsel (International-Technical), Internal Revenue Service
John J. Merrick ~ Senior Level Counsel to the Associate Chief Counsel (International), Internal Revenue Service
Barbara R. Mirza ~ Cooley LLP
Charles J. Moll ~ McDermott Will & Emery LLP
Alessandra K. Murata ~ Goodwin Procter LLP
Richard M. Nugent ~ Jones Day
Victor L. Penico ~ Deloitte Tax LLP
Anthony G. Provenzano ~ Miller & Chevalier Chartered
Sarah E. Ralph ~ Skadden, Arps, Slate, Meagher & Flom LLP
Stephen D. Rose ~ Partner & Global Head of Tax, TPG Global
Michael L. Schler ~ Cravath, Swaine & Moore LLP
David H. Schnabel ~ Davis Polk & Wardwell LLP
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Gretchen T. Sierra ~ Deloitte Tax LLP
Mark J. Silverman ~ Steptoe & Johnson LLP
Jay M. Singer ~ McDermott Will & Emery LLP
Eric B. Sloan ~ Gibson, Dunn & Crutcher LLP
Laurence J. Stein ~ Latham & Watkins LLP
David B. Strong ~ Morrison & Foerster LLP
John F. Tarrant ~ Attorney, Office of the Associate Chief Counsel (Corporate, Branch 3), Internal Revenue Service
Carol P. Tello ~ Eversheds Sutherland (US) LLP
Gordon E. Warnke ~ KPMG LLP
Thomas F. Wessel ~ KPMG LLP
Philip R. West ~ Steptoe & Johnson LLP
R. David Wheat ~ Kirkland & Ellis LLP
Gary B. Wilcox ~ Mayer Brown LLP
Philip B. Wright ~ Bryan Cave Leighton Paisner LLP
Pardis Zomorodi ~ Latham & Watkins LLP
Program Attorney(s)
Stacey L. Greenblatt ~ Senior Program Attorney, Practising Law Institute

Los Angeles Seminar Location and Hotel Accommodations

Intercontinental Los Angeles Century City, 2151 Avenue of the Stars, Los Angeles, CA 90067 (310) 284-6500.  A block of rooms has been reserved.  When calling, please mention PLI Tax Strategies.  The cutoff date for the preferred rate is November 17, 2018.

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

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.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Dubai (CLPD-DUBAI):  PLI’s live seminars may fulfill CLPD credit requirements.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

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.

 

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