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This year’s program will continue to focus on transactions, highlighting the tax problems encountered by practitioners in today’s typical commercial real estate transactions and structures, and examining the range of approaches and solutions being used by the experts following the passage of the 2017 Tax Act (formerly the Tax Cuts and Jobs Act – “TCJA”) and subsequent guidance thereunder. Panels of nationally-recognized real estate tax experts from major law and accounting firms will provide attorneys, accountants and real estate professionals with a detailed analysis of the most cutting-edge and creative tax planning techniques available for structuring, restructuring and unwinding different types of real estate transactions in today’s challenging environment. Using extensive visual aids and actual deal structures, this group of entertaining, experienced and knowledgeable speakers will share their experiences with today’s state-of-the-art planning techniques, and emphasize practical approaches to solving difficult tax issues affecting real estate investment and operation.
What You Will Learn
- The latest developments in real estate taxation and partnership taxation (legislative, administrative and judicial), including:
- Impact of the TCJA and administrative guidance on real estate -- the business interest limitation and real estate exception; 20% deduction for qualifying business income (Section 199A); Qualified Opportunity Zone (“QOZ”) provisions; carried interest; cost recovery and expensing rules; limitation on active losses; like-kind exchanges; partnership terminations; non-shareholder capital contributions; and more
- Analysis of current structures in light of the first two sets of Qualified Opportunity Zone Fund (“QOF”) regulations, the FAQs and any additional guidance, including leasing, related party rules and multiple asset QOFs
- Critical new regulations on bottom dollar guarantees and the allocation of partnership liabilities that are changing how deals get done
- Drafting partnership agreements to deal with the new partnership audit and “partnership representative” rules
- Changes to the partnership disguised sale regulations that affect “leveraged partnerships” but also many other common transactions
- Structuring to maximize capital gain and avoid “dealer” status; strategies for avoiding income recognition traps and minimizing taxes under Sections 704(b), 704(c), 707, 737 and 752
- Simplified approaches for drafting effective tax provisions for partnership and LLC agreements, including book-ups for service partners
- Like-kind exchange developments, including tenancies-in-common, build-to-suit, reverse and related party exchanges
- Tax issues for those who purchase debt at a discount
Our transactional approach will feature case studies and other illustrative methods to provide in-depth analysis of many typical but challenging commercial real estate transactions, including, contributions of properties to partnerships, LLCs and REITs and UPREITs, roll-ups of portfolios of multiple properties, Qualified Opportunity Funds (“QOFs” and “QOZBs”), redemptions and divisions of partnerships with negative capital accounts, pitfalls and opportunities in leasing transactions, like kind exchanges and much, much more.