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TUESDAY MORNING, SEPTEMBER 20, 2011
PARTNERSHIPS AND REAL ESTATE |
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| 7:00 |
Registration Desk Opens |
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| 7:15-8:15 |
Breakfast |
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| 8:15-9:00 |
IMPORTANT DEVELOPMENTS IN PARTNERSHIP TAXATION – This presentation will cover the most recent guidance and pressing issues that you need to understand in the subchapter K arena. Likely items for coverage include the tax treatment of non-compensatory partnership options, § 108(e)(8) contributions of debt to equity, mandatory basis adjustments, and important cases and rulings.
R. Brent Clifton, Locke Lord Bissell & Liddell, LLP, Dallas, TX |
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| 9:00-10:00 |
THANKS… I THINK; GRANTING EQUITY TO SERVICE PARTNERS IN AN UNCERTAIN ENVIRONMENT – Legislative proposals to reform the tax treatment of carried interests have achieved considerable notoriety but without passage. Proposed regulations on compensatory partnership interests have remained in proposed form since 2005 pending resolution of the carried interest debate. Congress has enacted a new tax on forms of investment income, effective in 2013, to help pay for health care reform. All of this leaves us in a situation where compensatory partnership interests are being issued at a time when the rules that ultimately will affect the holder of the interest are highly uncertain. This presentation will explore the latest practical considerations affecting the use of partnership interests to compensate service providers in light of the lack of clarity on the legislative and regulatory front.
Donald E. Rocap, Kirkland & Ellis LLP, Chicago, IL |
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| 10:00-10:15 |
Break sponsored by DIXON HUGHES GOODMAN LLP |
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| 10:15-11:00 |
I NEED BASIS: STRUCTURING ISSUES IN ALLOCATING PARTNERSHIP LIABILITIES – The allocation of partnership liabilities among the partners for purposes of determining basis serves as a focal point of many planning opportunities, including receiving debt-financed distributions on a tax-deferred basis, obtaining loss allocations in excess of equity contributions, and prolonging gain deferral with respect to partnership investments. A recent case, Canal Corporation, has raised questions as to when certain arrangements that are intended to provide "risk of loss," and hence liability allocations to certain partners, will be respected. This presentation will explore the "risk of loss" concept for these purposes in light of Canal Corporation and other recent developments. The discussion will include an examination of how bottom-line guarantees and partner deficit restoration obligations affect partnership liability allocations.
John J. Rooney, KPMG LLP, Washington, DC |
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| 11:00-12:00 |
RUNNING THE GAUNTLET IN A LOSS ENVIRONMENT – In order for a loss generated at the entity level to give rise to a deduction on a partner´s return, a host of conditions must be satisfied: the allocation of the loss to the partner must be respected under § 704(b); the partner must possess sufficient basis under § 704(d); the partner must possess a sufficient amount at risk under § 465, and the loss must not be suspended under the § 469 passive activity rules. The presentation will address these limitations and other provisions that apply in the loss context, including the character of a distributive share of loss as well as losses triggered by abandonment or worthlessness.
A. Cristina Arumi, Hogan Lovells US LLP, Washington, DC
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| 12:15-1:05 |
Mid-day Program: PROCESS PERFECTION: GOING WITH THE DIGITAL FLOW – Let CCH guide you through the benefits of paperless tax workflow from front-end scanning through delivery via e-file and portal as well as a discussion of new developments in document management
and firm-wide workflow.
Sponsored by CCH and presented by Milla Austin, CPA
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TUESDAY AFTERNOON, SEPTEMBER 20, 2011
CORPORATIONS |
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| 1:15-2:45 |
TAX CONSIDERATIONS IN THE DISPOSITION OF PRIVATELY HELD BUSINESSES – This presentation will address a number of issues that arise in the sale of a closely held business, including the ability to allocate a portion of the purchase price to the personal goodwill of the owners, application of the installment sale provisions in the context of earn-out agreements, the tax treatment of covenants not to compete and agreements to provide future consulting services, and other topics.
R. David Wheat, Thompson & Knight LLP, Dallas, TX |
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| 2:45-3:00 |
Break sponsored by SUTHERLAND ASBILL & BRENNAN LLP and WARREN & SINKLER, LLP |
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| 3:00-4:15 |
WHEN OWNERS OF A CLOSELY HELD CORPORATION MUST GO THEIR SEPARATE WAYS – Whether due to a need for liquidity, disagreement over 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 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, liquidations, and other options.
Rudolph R. Ramelli, Jones Walker, New Orleans, LA |
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| 4:15-5:30 |
ADVISING THE PROFESSIONAL SERVICE FIRM – This presentation will explore the range of income tax issues that commonly arise in the context of professional service firms, historically organized as professional corporations but more frequently take the form of an LLC or other non-corporate alternative. The presentation will focus in particular on issues that should be considered in the context of the sale or acquisition of these entities.
Stephen R. Looney, Dean Mead, Egerton, Bloodworth, Capouano & Bozarth, P.A., Orlando, FL
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| 5:40-7:40 |
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. Florida CPAs only.
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