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TUESDAY MORNING, OCTOBER 22, 2013
PARTNERSHIPS AND REAL ESTATE |
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| 7:15-8:15 |
Breakfast |
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| 8:15-9:05 |
HOT TOPICS IN PARTNERSHIP AND REAL ESTATE TAXATION – This session will provide you with the information you need to stay current in the areas of partnership and real estate taxation. The issues that will be discussed are likely to include non-compensatory partnership option regulations, modifications to the disguised sale regulations, and section 751(b) “hot asset” rules, as well as case law relating to who is a partner.
Jennifer H. Alexander, U.S. Treasury Department, Washington, DC
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| 9:05-9:55 |
HIDDEN OPPORTUNITIES AND TRAPS IN THE SECTION 734(b) and 743(b) BASIS ADJUSTMENT RULES – This program will provide a practical discussion of the partnership asset basis adjustment rules, focusing on important and often overlooked facets of these rules as they relate to planning and reporting. The session will include a discussion of when to and when not to make a section 754 election, mandatory basis adjustments, the interplay of the section 704(c) rules with the basis adjustment rules, and why a buyer's basis adjustment will not always equal to the gain or loss recognized by the selling partner. The program also will include a discussion of some advanced issues such as dealing with purchase price premiums/discounts, how regulation section 1.752-7 liabilities impact the calculation and allocation of 743 basis adjustments, and differences in section 755 allocations for substituted basis exchanges.
Brian Knudson, Ernst & Young, LLP, Minneapolis, MN
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| 9:55-10:10 |
Break |
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| 10:10-11:10 |
IT’S TIME TO GET ACTIVE: THE NET INVESTMENT INCOME TAX PUTS SPOTLIGHT ON SECTION 469 PASSIVE ACTIVITY LOSS RULES –The new 3.8% tax on net investment income is re-focusing practitioners on the importance of the passive loss rules. This session will provide an overview of section 469, with a focus on the material participation rules, rules for grouping of activities, the application of passive loss rules to estates and trusts, and rules relating to real estate professionals and rental activities. The program also will address the interplay of the rules under section 469 and the tax on net investment income under section 1411.
Amy L. Sutton, Deloitte Tax, LLP, Houston, TX
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| 11:10-12:00 |
LET’S LOOK AT THE BIG PICTURE: PARTNERSHIP COMPENSATION ISSUES FROM THE PARTNERSHIP AND BENEFITS PERSPECTIVE –In analyzing compensation issues in the partnership context, there are two important regimes to consider – subchapter K and the employee benefits provisions. Yet few practitioners have a command of these separate parts of the tax law. This session will combine the disciplines and will involve a discussion of issues relating to the grant of compensatory partnership interest (including possible implications of carried interest legislation), payment (and potential waiver) of fees to partners, and when the deferred compensation rules in sections 409A and 457A must be considered in connection with these arrangements. The session also will include a discussion of whether an employee who becomes a partner can continue his or her status as a partner, the implications of getting this issue wrong, and structures for avoiding the issue.
James H. Lokey, Jr., King & Spalding, Atlanta, GA
Elizabeth Drigotas, Deloitte Tax LLP, Washington, DC
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| 12:15-1:05 |
Mid-day Program |
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TUESDAY AFTERNOON, OCTOBER 22, 20123
CORPORATIONS |
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| 1:15-2:15 |
TAXABLE ACQUISITIONS: RECENT DEVELOPMENTS – Recent developments in taxable acquisitions including a discussion of recent section 338(h)(10) developments and expected new regulations under section 336(e) permitting non-corporate purchasers to treat stock acquisitions as asset acquisitions.
Robert H. Wellen, Ivins, Phillips & Barker, Chtd., Washington, DC
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| 2:15-3:15 |
TAX ATTRIBUTES: LIMITATIONS, DEVELOPMENTS, AND CONSIDERATIONS IN M&A NEGOTIATIONS – Key tax issues in negotiating and documenting M&A transactions, including matters relating to due diligence, structuring, tax attributes and indemnification.
Philip B. Wright, Bryan Cave LLP, St. Louis, MO
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| 3:15-3:30 |
Break |
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| 3:30-4:30 |
DIVISIONS OF CLOSELY HELD COMPANIES – Whether due to a need for liquidity, disagreement over the operation of the business, or tension between employee and non-employee owners of the entity, owners of closely held businesses frequently come to an impasse that requires the owners to part company. This presentation will explore the tax consequences of a variety of means of structuring such separations, including split-ups of the business accomplished on a nonrecognition basis, taxable distributions of assets, redemptions of shareholder stock, cross-purchases of stock, and liquidations.
David Strong, Morrison & Foerster LLP, Denver, CO
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| 4:30-5:30 |
COMPENSATION ISSUES IN M&A TRANSACTIONS – Tax issues and planning opportunities when dealing with compensation issues in the M&A context (including issues related to stock options, restricted stock, factors determining which party obtains deduction for bonus and severance payments, and issues relating to the role of compensation equity in structuring tax-free reorganizations, spin–offs, and other corporate and partnership transactions).
Neil Barr, Davis, Polk & Wardwell, LLP, New York, NY
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| 5:40-7:45 |
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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