2018 SESSION TOPICS
October 21-25, 2019
October 26-30, 2020
SCHEDULES : Business Taxation
TUESDAY MORNING, OCTOBER 23, 2018
Peter J. Genz, Presiding
7:00-8:00 – Breakfast
Hot Tax Reform Topics Affecting Partnerships and Real Estate – This expert panel provides an analysis of important tax reform issues relating to partnerships and real estate. Topics include: (i) planning for carried interests under new § 1061; (ii) government contributions to real estate projects under § 118; (iii) modifications to § 1031; (iv) changes to the historic rehabilitation tax credit rules; (iv) the new regime for qualified opportunity zones; (v) the repeal of partnership technical terminations; (vi) the overturn of Grecian Magnesite Mining by new § 864(c)(8) (including the related 10% transferee and partnership withholding under § 1446(f)); (vii) changes to partnership basis adjustment rules; (viii) lower corporate rates and implications for FIRPTA; and (ix) TCJA implications for PTPs, REITs, and their owners.
Ana G. O’Brien, Partner, Latham & Watkins LLP, Los Angeles, CA
Mark Schwed, Partner, Weil, Gotshal & Manges LLP, New York, NY
Making Sense of the Ever-Expanding Loss Limitation Regimes – By modifying the rules relating to deductibility of NOLs and creating a new loss limitation regime for “excess business losses,” TCJA has compounded what already was a complicated maze of rules relating to loss limitations. This session will analyze the interplay of the various loss limitation regimes, specifically addressing modified § 172 (NOLs), new § 461(l) (excess loss limitation), and § 465 (at risk), 469 (passive loss), and 704(d) (partnership basis).
Brent Clifton, Shareholder, Winstead PC, Dallas, TX
10:15-10:30 – Break
It’s 2018 and the New Partnership Audit Regime is a Harsh Reality — Now What? – The new partnership audit rules went “live” as of this year. While audits under the new regime are still likely a couple of years off, it is necessary to consider these rules currently in drafting or amending partnership agreements and in negotiating transactions involving partnerships or partnership interests. The regime applies to a shockingly broad array of transactions and is extremely complicated. We have seen technical corrections and hundreds of pages of regulations applying and interpreting these rules. This presentation will provide the latest guidance, tips, and strategies to cope with the new partnership audit rules.
Steven R. Schneider, Partner, Baker & McKenzie LLP, Washington, D.C.
More TCJA Surprises Part I: New Limitations on Deducting Business Interest for Partnerships and Real Estate – TCJA amended § 163(j) to impose limits on the deductibility of business interest. While real estate businesses may elect to be exempt from these rules, questions exist regarding the scope of those qualifying for the exemption and when the election will be beneficial. The new rules applicable to partnerships are inordinately complex and also irrational in many contexts. This session reviews the limitations on deductions for interest expense in the partnership and real estate context with an emphasis on TCJA’s amendments to § 163(j).
Stephen J. Giordano, Principal, KPMG LLP, Washington, D.C.
12:15-1:05 – Mid-day Program: To Be Announced
TUESDAY AFTERNOON, OCTOBER 23, 2018
R. David Wheat, Presiding
More TCJA Surprises Part II: New Limitations on Deducting Business Interest for Corporations – As explored in the morning session, TCJA amended § 163(j) to impose new limits on the deductibility of business interest. This session explores these new limitations in the context of corporations and alternative capital structuring opportunities that should be considered.
Michael B. Shulman, Partner, Shearman & Sterling, New York, NY
Back to the Future for C Corporations? Examining the Choice of Entity Analysis After TCJA – By lowering the top rate on C corporations to 21%, including personal service corporations, while simultaneously enacting new § 199A to provide a tax break for individual and trust/estate owners of flow-through entities, Congress has given new life to the old choice-of-entity analysis. In fact, reversing the trend since 1986, C corporations may be the best choice in some circumstances. This presentation reexamines the choice-of-entity analysis in light of TCJA and outlines the circumstances where a C corporation may or may not make sense.
Scott M. Levine, Partner, Jones Day, Washington, D.C.
3:15-3:30 – Break
Mergers, Acquisitions, and Other Corporate Reorganizations After Tax Reform – Do spin-offs still make sense after TCJA? Or, should we instead expect mergers and consolidations to increase? If so, are stock purchases more likely now? This panel explores the implications of tax reform on § 355 transactions, mergers, acquisitions, and other corporate reorganization transactions.
Karen Gilbreath Sowell, Principal, Ernst & Young LLP, Washington, D.C.
Brian W. Reed, Principal, Ernst & Young LLP, Washington, D.C.
Due Diligence for Target S Corporations and C Corporations – Thanks to TCJA, our list of due diligence questions for target S and C corporations just got longer. Moreover, for acquisitions taking place this year, last year’s tax returns may not reveal next year’s problems. This presentation distills all the old and new questions into a tax due diligence primer that can help your client avoid buying into trouble, now and in the future.
Gregory N. Kidder, Partner, Steptoe & Johnson LLP, Washington, D.C.
Zack Leder, Partner, Bennett Thrasher, LLP, Atlanta, GA