Southern Federal Tax Institute Southern Federal Tax Institute 2107 North Decatur Road, PMB 521, Decatur, Georgia 30033
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Business Taxation
Accounting, Benefits, Ethics
Estate Planning
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Business Taxation

James B. Sowell, Presiding


7:00-8:00 Breakfast
8:00-9:15 Hot Topics in Partnership and Real Estate Taxation – This program will cover recent developments in partnership and real estate taxation. Topics will include the proposed (or final, if issued) regulations under section 707(a)(2)(A) dealing with management fee waivers and the narrowing of Rev. Proc. 93-27, including how such regulations affect partners and partnerships in garden variety business arrangements. The program also will address the final section 706 regulations (effective for 2016); Notice 2015-54, which deals with transfers to partnerships with related foreign partners; any amendments made by final regulations (if issued) to the disguised sale regulations under section 707; and the real estate-related provisions contained in the Protecting Americans From Tax Hikes Act of 2015, including the changes to “FIRPTA” and REIT rules.
Jennifer H. Alexander, Deloitte Tax LLP, Washington, DC
Lynn T. Kawaminami, Deloitte Tax LLP, Atlanta, GA
9:15-10:30 Planning Under the Final Section 752 Regulations – In 2016 the IRS and Treasury are expected to finalize the proposed section 752 regulations that were issued in January 2014. This program will cover the new rules (if issued) in depth, with particular emphasis on the transition and grandfather rules and their impact on existing debt allocation and guarantee arrangements used to “cover” a partner’s negative capital account; planning techniques to avoid triggering gain to a partner under sections 752(b) and 731 in connection with post-effective date contributions of encumbered property; and ways to replace allocated debt with other debt in cases of a debt pay-down or other circumstances triggering a shift of partnership liabilities among partners. In the absence of final regulations, the speakers will discuss the changes that the experts believe are likely to come and how to plan for them.
Michael T. Mollerus, Davis Polk & Wardwell LLP, New York, NY
Craig Gerson, PricewaterhouseCoopers LLP, Washington, DC
10:30-10:45 Break
10:45-12:00 Target Allocations Revisited: Watch How the Accountants Clean Up After The Elephants – Lawyers love target allocations because they think such language is largely boilerplate and low-risk, but somebody (usually an accounting firm) still has to interpret the allocations in light of the partnership’s actual year-end facts and put numbers on a tax return. This program will focus on target allocations from the perspective of the accounting firm that must interpret them in light of the partnership’s distribution waterfall, using real world examples. The panelists will walk through each step in the process, starting with analyzing relevant partnership provisions and ending with the Form 1065 allocations, and highlight commonly encountered drafting ambiguities.
Phillip Gall, Ernst & Young LLP, New York, NY
Brian J. Knudson, Ernst & Young LLP, Minneapolis, MN
(Submitted for 1.0 hour of Professionalism Credit)
12:15-1:05 Mid-day Program: Captive Insurance Companies and the Impact of the PATH Act: Have We Just Gone Mainstream? – This session will briefly recap what a Captive Insurance Company is and the benefits it can offer to its owners upon establishment, and will go beyond the basics by explaining the different types of captives available and their structures, the types of risks that can be retained within a captive, relevant tax topics, qualifiers for insurance, reinsurance, and the implications of the PATH Act in which Captive Insurance Companies now have an even stronger platform to grow and operate with!
Sponsored by The Strauss Law Firm and presented by Peter J Strauss

R. David Wheat, Presiding

1:15-2:15 Wading Through the Debt-Equity Swamp and the New Section 385 Regulations – The debt-equity determination is a longstanding tax issue but it remains more relevant than ever in today's tax environment. The program will analyze the factors to be applied to distinguish debt from equity, as articulated in case law and administrative guidance. Also covered are the new section 385 regulations, with particular emphasis on how those regulations can apply outside the context of the typical inversion transaction to which they are targeted and the circumstances in which purported debt may be bifurcated into part debt and part equity. The program also will review the various contexts in which the debt-equity issue arises, including whether a purported partner holds debt or equity in a partnership and the epic battle waged in the Castle Harbor saga.
Abraham “Hap” Shashy, Jr., King & Spalding LLP, Washington, DC
2:15-3:15 Limitations on NOLs for Private Companies – When our clients own corporations that have net operating losses, the tax advisor should understand whether and to what extent that various transactions can limit the corporation's ability to use such losses. The program will explain the operation of section 382 and how it may limit the utilization of losses by private companies, and discuss practical issues such as tracking ownership changes, calculating the loss limitation, and the potential benefits of unrealized built-in gains.
Marc A. Countryman, Ernst & Young LLP, San Francisco, CA
3:15-3:30 Break
3:30-4:30 Tax Provisions in Acquisition Agreements – Lawyers must draft these provisions and CPAs must understand them and advise their clients accordingly. They are not boilerplate and often end up being interpreted by the parties after the fact in light of real world circumstances, putting a magnifying glass on drafting ambiguities and errors. The speakers will explain the tax issues raised by working capital and other purchase price adjustments as well as the tax impact of indemnity provisions. The program also will address purchase price allocation provisions, tax representations and warranties, and tax return filing and audit provisions, and issues relating to the allocation of transaction tax benefits between buyer and seller.
Robert W. Phillpott, Norton Rose Fulbright LLP, Houston, TX
Stephen A. Kuntz, Norton Rose Fulbright LLP, Houston, TX
4:30-5:30 Tax Issues Arising In Connection with Dividends and Redemptions by Closely Held Corporations – Closely held corporations may understand the tax consequences of a declared dividend but the tax consequences of other transactions, such as redemptions and recapitalizations, can sometimes result in dividend treatment and unforeseen tax effects. This program will review the basic operation of the dividend provisions of section 301 and when section 302 applies to produce sale or exchange treatment. The discussion will emphasize potential traps and pitfalls, as well as opportunities, in such transactions, including the operation of the attribution rules and constructive dividend issues.
C. Wells Hall, III, Nelson, Mullins, Riley & Scarborough LLP, Charlotte, NC
5:45-7:45 Florida CPA Requirements for Ethics in Tax Practice – Covers the ethical standards for tax practice for CPAs, including an overview of Circular 230, discussion of key provisions with examples, state accountancy rules for ethics, and the AICPA ethical guidelines in Statements on Standards for Tax Services.
For Florida CPAs only.
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