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

Cameron N. Cosby, Presiding


7:00-8:00 Breakfast
8:00-8:45 PARTNERSHIP CONTINUATIONS: WHEN DO YOU HAVE A NEW PARTNERSHIP OR WHEN DOES YOUR PARTNERSHIP SIMPLY CONTINUE? – We have the partnership merger regulations, the partnership division regulations, Revenue Rulings 99-5 and 99-6, and the “check-the-box” regulations. There are now many circumstances in which a partnership goes through multiple changes under state law, but simply continues for federal income tax purposes. This presentation will review those situations and identify the traps for the unwary.
Sarah Staudenraus, KPMG LLP, Washington, DC
8:45-9:45 WHAT YOU NEED TO KNOW ABOUT THE NEW SECTION 751(b) REGULATIONS – In November 2014, the IRS issued proposed regulations under Section 751(b), which address when a shift in a partner's interest in “section 751 property” causes a distribution from a partnership to be taxable. This presentation will explain the new Section 751(b) regulations and the related anit-abuse rules, focusing on what the practitioner will need to know in the real world to avoid a taxable Section 751(b) distribution.
Peter J. Genz, King & Spalding LLP, Atlanta, GA
9:45-10:00 Break
10:00-11:00 NAVIGATING THE PARTNER/EMPLOYEE DICHOTOMY - It’s a common situation. You have an employee of a partnership who becomes a partner in that partnership. How do you handle the employment taxes for that partner/employee? The rules are not clear and there are indications that the rules may be changing. This presentation will review the existing rules on how the self-employment tax applies to partners in partnerships (and members in LLCs), the implications of the new 3.8% tax on “net investment income” under section 1411, and the possible IRS guidance and legislation that may be on the way to address these issues.
James B. Sowell, KPMG LLP, Washington, DC
11:00-12:00 FEDERAL INCOME TAX ISSUES ARISING IN CONNECTION WITH THE ALLOCATION OF STATE TAX CREDITS AND THE PURCHASE OR SALE OF TRANSFERABLE STATE TAX CREDITS – Many states have income tax credits to incentivize a variety of activities – film credits, historic rehabilitation credits and conservation credits to name a few. Some of those credits are allocated to the partners of a partnership (or members of an LLC), some credits are simply transferred from one taxpayer to another, and some credits may be allocated or transferred under the applicable state law. This presentation will review the federal income tax issues that arise in connection with those allocations and transfers of state tax credits, from both the perspective of the allocator/seller and the allocatee/purchaser.
William F. Machen, Holland & Knight LLP, Boston, MA
12:15-1:05 Mid-day Program:

R. David Wheat, Presiding

1:15-2:15 CURRENT CORPORATE TAX DEVELOPMENTS AND TRANSACTION STRUCTURES – This presentation will review recent developments in the corporate income tax area and describe current transaction structures as well as the significant issues arising in those transactions.
Mark J. Silverman Steptoe & Johnson LLP, Washington, DC
2:15-3:15 THE APPLICATION OF THE STEP TRANSACTION DOCTRINE IN THE CORPORATE SETTING – This presentation will analyze the step transaction doctrine as applied to corporate business transactions, including a review of Court Holding principles and the seminal Esmark decision. The speaker will address conflicting authorities and offer practical guidance on how to predict the tax consequences of multi-step transactions.
Eric Solomon, Ernst & Young LLP, Washington, DC
3:15-3:30 Break
3:30-4:30 HOT TOPICS IN S CORPORATIONS - This presentation will focus on a select number of recent developments regarding S corporations, including, among other topics, the final back-to-back loan regulations, the reclassification of S corporation distributions as wages subject to social security taxes, the application of the NII tax to S corporations (including sales of stock of an S corporation), the determination of material participation by trusts (including QSSTs and ESBTs), Representative Camp’s proposed changes to the taxation of S corporations, and the S corporation provisions included in the Tax Increase Prevention Act of 2014.
Laura Howell-Smith, Deloitte Tax LLP, Washington, DC
Stephen R. Looney, Dean Mead Egerton Bloodworth Capouano & Bozarth, P.A., Orlando, FL
4:30-5:30 TAXABLE ASSET ACQUISITIONS – This presentation will review and discuss the key tax issues in taxable asset acquisitions, including purchase price allocations, escrows and earn outs, assumption of liabilities, contingent payments and certain structural considerations, focusing upon the impact to both the seller and the buyer.
Karen Gilbreath-Sowell, Ernst & Young LLP, Washington, DC
Shane J. Kiggen, Ernst & Young LLP, Washington, DC
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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