WHAT´S NEW? HOT TOPICS IN PARTNERSHIP AND REAL ESTATE TAXATION – This presentation will address a number of important issues affecting partnership taxation, including potential watershed changes with respect to the taxation of carried interests. This presentation also will cover expected guidance on series LLCs, non-compensatory partnership options, mandatory basis adjustments, and section 704(b) related-party allocations, among other topics.

Jennifer Alexander, Deloitte Tax LLP, Washington, DC

Break Sponsored by Dixon Hughes PLLC

SOUR GRAPES: MY LLC INVESTMENT HAS GONE BAD AND I WANT OUT – The topic builds from an LLC investment that turns bad. The issues that will be covered include the disposition by the LLC of overleveraged property (including the contribution of over-leveraged assets to an insolvent corporation); abandonment or worthlessness of the LLC interests; sale of LLC interests for nominal consideration; acquisition of LLC debt by a pseudo-related party; and the use of § 108(i) in a closely held business.

Todd D. Golub, Baker & McKenzie LLP, Chicago, IL

NEW TWISTS ON DEALER VS. INVESTOR ISSUES – This is not the basic dealer vs. investor program. Instead, this presentation will focus on current and important issues, such as (1) IRS assertions that property subdivision entitlements turn a tract into dealer property; (2) the distinction between dealer property and property held for sale for § 1031 purposes; (3) liquidation of investment treatment overriding prior dealer status for property; (4) the impact of involuntary transactions, such as foreclosures and condemnations, on dealer intent; and (5) the "no one bite at the apple rule" so that one sale can make your client a dealer.

Bahar A. Schipel, Snell & Wilmer L.L.P., Phoenix, AZ
Louis S. Weller, Deloitte Tax LLP, San Francisco, CA

Lunch on your own.

SHOW A LITTLE RESPECT: ECONOMIC SUBSTANCE AND ITS IMPACT ON TRANSACTION PLANNING – The program will consider recent court decisions, including Coltec, Shell Petroleum, Klamath, Schering Plough, and Consolidated Edison, and will explore their impact on the economic substance doctrine. Also discussed will be proposed legislation which would codify the economic substance doctrine. The program will further consider the impact of the economic substance doctrine on transaction planning, issuing opinions, audit, and controversy matters.

David M. Rievman, Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY

THE TIME IS NOW: CONVERSION OF C AND S CORPORATIONS TO PASS-THRUs – A significant number of closely-held businesses (some of them very large) are still operated in the corporate form – either as C corporations or as S corporations. In the closely-held business context, these types of entities can be financially inflexible and tax inefficient. One of the primary ways to eliminate this inflexibility and inefficiency is for a closely-held business to convert from corporate status to tax-partnership status (e.g., convert to a limited liability company). The actual conversion mechanics need not be complicated or time-consuming, but this often will involve a toll charge relating to the gain inherent in the assets. With depressed asset values and tax rates likely to increase, the potential conversion toll charge for many closely-held businesses may be at its all-time low and likely will increase significantly in approximately one year. So the best time to convert may very well be right now.

Aaron P. Nocjar, Steptoe & Johnson LLP, Washington, DC

Break

WHAT´S HAPPENING IN THE WORLD OF REORGS? – This program will focus on intra-group combinations and all-cash "D" reorganizations. The presentation will address the basic rules applicable to these transactions as well as the "hot issues," including Rev. Rul. 69-617 transaction developments, new regulations, judicial positions, and how to spot the hidden problems in these transactions.

Lewis R. Steinberg, UBS Securities LLC, New York, NY

CURRENT DEVELOPMENTS FOR C AND S CORPORATIONS – This program will analyze a number of current issues, including final regulations relating to COD income and attribute reduction for S corporations, temporary regulations addressing § 304 tax avoidance, and proposed basis and boot regulations. The five-year NOL carryback legislation and related developments also will be discussed, including Notice 2010-2 and § 382 guidance addressing fluctuations in value.

Gary B. Wilcox, Morgan Lewis & Bockius LLP, Washington, DC

NORTH CAROLINA AND 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 the Statements on Standards for Tax Services. For North Carolina and Florida CPAs only.