SUNDAY EVENING, OCTOBER 29, 2023

5:30-7:30

Registration Begins

MONDAY MORNING, OCTOBER 30, 2023
David C. Sojourner, Jr., Presiding

7:15-8:00

Registration

8:00-9:00

Breakfast

9:00-10:30

Recent Federal Income Tax Developments
This session highlights significant changes affecting taxpayers over the past twelve months, addressing significant court decisions, rulings, and statutory and regulatory developments.
Bruce A. McGovern, South Texas College of Law, Houston, TX
Cassady V. “Cass” Brewer, Georgia State University College of Law, Atlanta, GA

10:30-10:45

Break

10:45-12:00

Recent Federal Income Tax Developments (cont'd)

12:15-1:05

Mid-Day Program: Increased Enforcement in a Post Inflation Reduction Act World
In the wake of the Inflation Reduction Act, the IRS will receive an additional $45.6 billion in funding for enforcement activities over the next decade, making it more important than ever to understand the Service’s strategic operating plan. This presentation will highlight the enforcement priorities outlined in the plan and provide guidance for tax professionals and their clients in light of those priorities.
Sponsored by Chamberlain, Hrdlicka, White, Williams & Aughtry and presented by Thomas Cullinan, John Hackney, and Pat McCann

MONDAY AFTERNOON, OCTOBER 30, 2023
Michael J. Desmond, Presiding

1:15-2:15

Tax Legislative Outlook
Two veterans of Capitol Hill will provide their perspectives on the current tax policy landscape. They will review recently enacted legislation and Treasury-promulgated guidance, while also addressing what additional legislation has the potential for enactment given the current political environment.
Marc J. Gerson, Miller & Chevalier Chartered, Washington, DC
Russell W. Sullivan, Brownstein Hyatt Farber Schreck, LLP, Washington, DC

2:15-3:15

What Federal Income Tax Advisors Need to Know about SALT Issues: Revisiting South Dakota v. Wayfair and Pass-Through Entity Taxes
This presentation will cover the immediate remote sales tax and broader tax implications of the Wayfair decision. The presentation will also address the application of state pass-through entity taxes and associated federal tax treatment resulting from the TCJA and IRS Notice 2020-75.
Jonathan A. Feldman, Eversheds Sutherland LLP, Atlanta, GA
David H. Kirk, Ernst & Young, LLP, Washington, DC

3:15-3:30

Break

3:30-4:30

Self-Employment (SECA) Taxes Applicable to LLPs, Hedge Funds, Private Equity & Venture Capital
The IRS continues its audit campaign focusing on the self-employment tax liability of limited partners. For decades, state-law limited partners have taken the position that they are exempt from self-employment taxes under the limited partner exception under Section 1402(a)(13). However, in the SECA audit campaign, the IRS applies a functional test that focuses on the activities of the limited partners to determine whether the partners are sufficiently “passive” to qualify for the limited partner exception. This presentation will discuss the current state of the law in this area, what’s to come, and tips for handling a SECA audit. The continued emphasis on partnership audits and increased IRS enforcement funding may mean that many private equity, hedge funds, and asset management funds will face SECA audits in the future.
Lee S. Meyercord, Holland & Knight LLP, Dallas, TX

4:30-5:30

Tax Treatment of Cryptocurrency Losses
A taxpayer with cryptocurrency losses is not assured that a loss on a crypto position will ultimately yield a deduction. There are many instances in which crypto losses are not deductible. This presentation will detail a variety of reasons crypto owners might have losses, identify the tax rules that apply to govern losses on investment assets—on investment assets (including digital assets), and consider how the tax rules and crypto loss fact patterns combine to limit a taxpayer’s ability to claim tax losses.
Andrea (Andie) S. Kramer, ASKramer Law LLC, Chicago, IL

5:30-7:00

Cocktail Reception

TUESDAY MORNING, OCTOBER 31, 2023
James B. Sowell, Presiding

7:30-8:30

Breakfast

8:30-9:30

Hot Topics in Partnership and Real Estate Taxation
This presentation will discuss recent developments in the areas of partnership and real estate taxation, including authorities addressing energy tax incentives, REITs, the Foreign Investment in Real Property Tax Act (FIRPTA), the centralized partnership audit regime, tax withholding and other important guidance.
Gerald V. Thomas II, McGuireWoods LLP, Atlanta, GA

9:30-10:30

Clean Energy Tax Incentives in the Inflation Reduction Act of 2022: How to Maximize the Benefits
This panel will review the range of tax incentives provided in the Inflation Reduction Act and will detail how various sectors have been able to optimize the legislation’s tax benefits. The presentation also will highlight tax issues in this setting that remain unclear as well as traps for the unwary.
Gary Hecimovich, Deloitte Tax LLP, Washington, DC
Hannah Hawkins, KPMG LLP, Washington, DC

10:30-10:45

Break

10:45-12:00

Tax Issues Facing Distressed Partnerships and Corporations
Businesses and real estate owners are facing a high interest rate environment and dealing with the aftershocks of COVID amidst growing concern that the economy may be entering a recession. Now is the time for tax advisors to dust off their distressed company toolkit. This panel will focus on topics germane to both partnership and corporate debtors, including when and to what extent cancellation of indebtedness (COD) income is realized, the Section 108 exclusionary and attribute reduction rules, foreclosures and short sales, loan modifications, debt for equity exchanges, bankruptcy tax issues, and planning techniques for dealing with impending COD income.
Peter J. Genz, King & Spalding, LLP (retired), Atlanta, GA
Mark R. Hoffenberg, KPMG LLP, Washington, DC

12:15-1:05

Mid-Day Program: Advising the Entrepreneur: Investment Banking and Wealth Management Perspectives
This presentation will examine situations where clients have encountered complications around the sale of businesses and the strategies used to achieve beneficial results.
Sponsored by Wilmington Trust and presented by Lisa Ligas, Stuart Smith and Brad Silcox

TUESDAY AFTERNOON, OCTOBER 31, 2023
Lisa M. Zarlenga, Presiding

1:15-2:15

FIRPTA: A General Refresher and Discussion of Common Planning Considerations
This presentation will begin with an overview of the central provisions of the Foreign Investment in Real Property Tax Act (FIRPTA), which govern foreign investments in U.S. real property. The program will then discuss common planning considerations in structuring these types of investments.
Arvind Ravichandran, Cravath, Swaine & Moore, LLP, New York, NY

2:15-3:15

Hot Topics in Corporate Tax
This presentation will provide an overview of the latest developments in corporate tax, including recent legislation, regulations and administrative guidance involving topics such as the corporate alternative minimum tax (CAMT) and the stock buyback excise tax. The presentation also will address private letter rulings on spin-offs and other corporate tax developments.
Pamela Lawrence Endreny, Gibson, Dunn & Crutcher LLP, New York, NY

3:15-3:30

Break

3:30-4:30

M&A Tax Structuring: Tips and Traps
No deal is done well without a healthy dose of tax structuring. This presentation will start with the basics (e.g., entity choice, stock-versus-asset transactions), examine the anatomy of an acquisition agreement as it relates to tax (e.g., transaction tax deductions, responsibility for pre-closing taxes), and explore the tax consequences of various structuring alternatives (including the S Corp “F” reorg, the Up-C structure, and SPAC transactions).
Michael J. Alter, Fried, Frank, Harris, Shriver & Jacobson LLP, Washington, DC

4:30-5:30

Transaction Structures Involving Subchapter C and Subchapter K
This presentation will explore common transaction structures that involve the interplay of Subchapter C and Subchapter K. Significant topics will include Up-C and Up-REIT partnerships, partnership freezes, M&A transactions involving partnership operating companies with corporate blockers, the use of partnerships to satisfy the continuity of business enterprise requirement in tax-free reorganizations, and the use of partnerships on top of corporations to allow for the issuance of profits interests.
Michael Carew, Kirkland & Ellis LLP, Chicago, IL

WEDNESDAY MORNING, NOVEMBER 1, 2023
Tiffany A. Altizer, Presiding

7:30-8:30

Breakfast and Registration

8:30-9:45

Payroll Tax and the Supersized IRS Budget: New Challenges for Employers
This panel will cover a dozen “hot topics” in employee benefits, including a review of a wide range of non-tax cases and revenue-raisers with significant benefit repercussions. The presenters will first discuss a dozen common benefits questions with complicated answers, including back-to-work enticements, employee awards and points programs, compensation assignments to charities, potential tax problems with benefit “choices” outside cafeteria plans, possible benefits for outside directors, and the effect of Dobbs and state legislative change on abortion benefits. The panelists will also cover the expected focus of the payroll tax auditors hired with the IRS’s expanded budget – including the Employee Retention Credit, meals, and withholding deposit timing. Finally the presenters will review the SEC’s scheduled acceleration of broker deposits (in March 2024) and its effect on withholding deposit timing, the Federal Trade Commission proposals on noncompetes and its effect on executive compensation programs, and the “Green Book” proposals affecting both “on-demand pay” and proposed Section 409A tax withholding.
Mary B. Hevener, Morgan, Lewis & Bockius LLP, New York, NY
Jonathan Zimmerman, Morgan, Lewis & Bockius LLP, Washington, DC

9:45-10:45

Equity Incentives in the Executive Compensation Setting
Equity-based compensation is often the largest, most impactful, and most heavily negotiated component of an executive’s compensation package. This presentation will cover the most common types of equity-based compensation, both for corporate and pass-through entities, including stock options, stock appreciation rights, restricted stock, restricted stock units, profits interests, and phantom equity. Additionally, the presentation will compare the tax treatment of various award types and consider pros and cons of each.
James E. Earle, Troutman Pepper Hamilton Sanders LLP, Charlotte, NC

10:45-11:00

Break

11:00-12:00

Accounting for Liabilities in M&A Transactions
The mechanisms of M&A deals are complex, and the current market and regulatory environment make them even more so. One of the areas of the M&A deal that merits close attention is the tax treatment of any assumed and contingent liabilities and the impact they may have on the economics of the transaction. What happens when the assumed liability is paid? What happens when the contingent liability comes due? What can be done as part of the deal to avoid post-transaction surprises?
Alexa Claybon, Ernst & Young, LLP, Denver, CO

12:15-1:05

Mid-Day Program: Eligibility for the ERC: Who CARES? – The Employee Retention Credit (ERC) is a refundable tax credit that was established through the CARES Act of 2020 to provide qualifying businesses relief from the economic impact of the pandemic. Although the ERC eligibility periods have ended, employers who qualified in 2020 or 2021 can—and are—filing claims for refund. This panel will discuss the nuances of the eligibility rules, applicable IRS guidance, and areas of interaction between the ERC and other tax incentives.
Sponsored by Synergi Partners and presented by Daniel Strickland and Ashley Hogsette

WEDNESDAY AFTERNOON, NOVEMBER 1, 2023
George A. Hani, Presiding

1:15-2:15

The Latest and Greatest on the BBA
Beginning in 2018, partnerships fall under the new Bipartisan Budget Act of 2015 (“BBA”) rules. The BBA rules raises a series of tough questions for practitioners including: Who should serve as a partnership representative or designated individual?; Should I elect out of the BBA?; What is a modification request and how do I complete one?; Do I need to make a modification request if the partnership intends to make a push-out election?; and How do partners stop the running of interest under the BBA rules? This presentation will provide a practical overview of the BBA process and discuss solutions to these important questions.
Rochelle Hodes, Crowe LLP, Washington, DC

2:15-3:15

Where’s My Refund? IRS Scrutiny of R&D, ERC and Other Tax Credit Refund Claims
For several years, the IRS has aggressively examined research tax credit claims. This enforcement strategy took a new turn when the IRS imposed new requirements for research credit refund claims starting in 2022. The IRS is also prioritizing enforcement against taxpayers claiming the Employee Retention Credit. Taxpayers claiming either credit must anticipate an unprecedented level of scrutiny and prepare to overcome new hurdles in order to defend their claims.
Robert J. Kovacev, Miller & Chevalier Chartered, Washington, DC

3:15-3:30

Break

3:30-4:30

Tax Implications of Conservation Easement Donations: Recent Developments
This presentation will provide an overview of ongoing developments and litigation in the area of conservation easement donations, including syndicated conservation easements. Specifically, the presentation will cover legislation and regulations impacting these contributions, court decisions addressing both the tax implications of conservation easement donations and reporting requirements, regulation validity, new developments in the IRS’s enforcement tactics and litigating positions, and defenses to those positions.
David D. Aughtry, Chamberlain, Hrdlicka, White, Williams & Aughtry, Atlanta, GA
Jasen Hanson, Chamberlain, Hrdlicka, White, Williams & Aughtry, Atlanta, GA

4:30-5:30

Fixing Federal Tax Mistakes
Mistakes happen in tax. Fixing those mistakes usually gets harder as time goes by. This presentation will survey a range of potential options: rescission, tax elections including Section 9100 relief, amended returns, method changes, attribute redeterminations, and more. The presentation also will highlight ethical obligations that arise when considering how to best address prior mistakes. (Submitted for 1.0 hour of ethics credit.)
Thomas Greenaway, KPMG LLP, Boston, MA

5:30-6:30

Exhibitor’s Cocktail Hour

THURSDAY MORNING, NOVEMBER 2, 2023
Alan F. Rothschild, Jr., Presiding

7:00-8:00

Breakfast and Registration

8:00-9:30

Recent Federal Wealth Transfer Tax Developments
This presentation will review significant judicial decisions, administrative guidance, and statutory developments relating to wealth transfer taxation over recent months, providing a thorough update on the current estate planning landscape.
Stephen R. Akers, Bessemer Trust, Dallas, TX

9:30-10:30

Surprise! Re-defining Family in the Wild West of DNA Test Kits and Assisted Reproductive Technology
This presentation will discuss the impact of DNA test kit surprises and assisted reproductive technology on estate planning, including inheritance rights of newly-discovered heirs, posthumously conceived children, and children born of donated sperm, eggs or embryos; estate planning concerns for gestational carriers and intended parents; and the changing definitions of family. We will also look at how tried and true rules of document construction and modification can affect a plan gone awry by an unexpected twist in the family tree.
Sarah Moore Johnson, Birchstone Moore LLC, Washington, DC

10:30-10:45

Break

10:45-12:00

Post-Mortem Tax Planning and Estate Administration
This presentation will address the most common issues surrounding post-mortem tax planning and estate administration, including the extension of time for payment of estate tax under Section 6166, the treatment of capital gains that are permanently set aside for charity under Section 643, the election of taxable years, and portability of the predeceasing spouse’s unified credit. Additionally, the presentation will cover advanced topics such as inside basis adjustments to partnership property and options for planning with assets of an S corporation.
David Herzig, Ernst & Young LLP, Dallas, TX
Stacy E. Singer, Northern Trust, Chicago, IL

12:15-1:05

Mid-Day Program: Estate Planning Case Study – A Review of Cecil v. Commissioner from the Perspectives of a Business Valuation Expert and Trial Litigator
MPI’s Todd Povlich and Chamberlain Hrdlicka’s David Aughtry will address one of this year’s most notable U.S. Tax Court decisions, Cecil v. Commissioner, through open discussion and simulated direct testimony.
Sponsored by MPI and presented by Todd G. Povlich and David D. Aughtry

THURSDAY AFTERNOON, NOVEMBER 2, 2023
Kimberly H. Stogner, Presiding

1:15-2:15

Estate Planning with Cryptocurrency and Other Digital Assets
New types of digital property, including virtual currencies and non-fungible tokens, present challenges in estate planning, as well as in valuation and taxation. This program will provide an overview of cryptocurrency and NFTs and the statutes that govern their management and disposition, including privacy and access concerns.
Suzanne Brown Walsh, Murtha Cullina LLP, Hartford, CT

2:15-3:15

Over-Rated: How Surging Interest Rates and Slow Growth May Radically Change Wealth Transfer Planning
For the past decade, historically low interest rates—not valuation discounts or the huge gift and estate tax exclusion (currently $12.92 million)—have been the cornerstone of wealth transfer planning. But with surging interest rates and low growth expectations, that is likely to change. This presentation will explore why these fundamental economic changes may profoundly affect how tax professionals advise wealthy families. The next generation of wealth transfer plans may look more like those created in the 1990s than like recent plans, which have been driven largely by near-zero capital costs.
Thomas J. Pauloski, Bernstein Private Wealth Management, Cleveland, OH

3:15-3:30

Break

3:30-4:30

What We Don’t Talk About When We Talk About Estate Planning
The changes in tax laws have provided over a decade of tax-focused estate planning opportunities for many of our clients. Seismic demographic shifts in the population, rapidly advancing technologies, and evolving family and social norms have presented significant challenges to the estate planning community and our clients. Whether our clients are broke or billionaires, estate taxes are rarely the biggest threat to an estate plan. This program will look to estate planning and modern trust law for ways to respond to our client’s toughest problems, including issues ranging from premarital agreements to broken estate plans to addiction, mental health issues, and vulnerable clients.
William I. Sanderson, McGuireWoods LLP, Washington, DC

4:30-5:30

Income Tax and Estate Tax Planning for Encumbered Real Estate Using the Preferred Partnership
The preferred partnership freeze for real estate can be used both as an estate freeze and to obtain an income tax-free step-up in basis at death for negative capital account partnership interests without increasing the value exposed to the estate tax. The presentation will describe how the formation of the preferred partnership and the transfer of the common partnership interest can accomplish both the elimination of the phantom income in real estate partnerships with negative capital accounts and shift all appreciation in value out of the decedent’s estate. The presentation will then describe how future refinancings can be used to further increase the income tax and estate tax benefits of the preferred partnership.
Stephen M. Breitstone, Meltzer, Lippe, Goldstein & Breitstone, LLP, Mineola, NY
Jerome M. Hesch, Meltzer, Lippe, Goldstein & Breitstone, LLP, Boca Raton, FL

5:30-7:00

Cocktail Reception

FRIDAY MORNING, NOVEMBER 3, 2023
Farhad Aghdami, Presiding

7:00-8:00

Breakfast

8:00-9:00

The Current Landscape of Estate and Gift Tax Audits and Litigation
This presentation will address current issues and trends in the transfer tax controversy arena at the audit level, appeals and in litigation. It will include issues related to the valuation and transfer of interests in closely-held entities, the use of formula clauses, positions taken by the IRS and ways to address them at the planning level.
John W. Porter, Baker Botts L.L.P., Houston, TX

9:00-10:00

The Times They Are A-Changin’ – Trust Modification in the Modern World
Nothing lasts forever. Changes in tax laws, unanticipated family conflicts, the modernization of trust laws and the repeal of the rule against perpetuities have created an unprecedented demand to modify trusts to bring them in line with current circumstances. The panel will discuss various ways to modify irrevocable trusts, how to decide which method to use, the tax consequences of modifying an irrevocable trust, and how to modify a trust without getting sued.
Amy K. Kanyuk, McDonald & Kanyuk, PLLC, Concord, NH
Nikola R. Djuric, Djuric Spratt P.A., Atlanta, GA

10:00-10:15

Break

10:15-11:30

Judicial Anti-Abuse Doctrines in Estate Planning Transactions
For decades, courts have applied judicially created anti-abuse doctrines to transactions despite literal compliance with tax statutes, particularly for income tax purposes. These doctrines include substance over form, business purpose, economic substance, sham, and step transaction. While sparingly applied in the past to estate planning transactions, courts are using these doctrines more often in recent years for these purposes. This presentation will explain these doctrines, how they have been applied in the estate planning context, and suggest possible ways to protect your transactions from these doctrines.
Carol A. Harrington, McDermott, Will & Emery, Chicago, IL

11:30-1:00

Goblin's Lamentation List: Unscrambling “Installment Obligations”
With higher income tax rates likely in the future and the popularity of sales to IDGTs in estate planning, understanding the income tax aspects of taxable installment obligations vs. IDGT installment notes vs. intrafamily promissory notes is crucial. This presentation (a fresh look at an old planning idea) will discuss the income tax benefits, pitfalls, planning opportunities, and the surprising unknowns surrounding taxable and non-taxable deferred payment arrangements commonly used by planners.
Paul S. Lee, Northern Trust, New York, NY