San Francisco, CA

Why you should attend:

Joint ventures between large companies or with start-up or other smaller companies are now an everyday occurrence. Partnerships have long been the tried and true format for the holding and operation of real estate, and since the 1981 Act, for the conduct of closely-held business operations as well. Further, the increase in the number of joint ventures to develop large-scale projects and innovative concepts, the rise of the limited liability company, the promulgation of the “check-the-box” regulations, and the use of hybrids that have fueled an explosion of tax planning opportunities have led many companies, both large and small, to focus on the partnership form or the LLC form for structuring subsidiary operations and foreign operations. More than ever before, corporate tax executives find they must advise senior management, and outside counsel find they must advise their clients, on the opportunities and pitfalls of structuring joint ventures and investments as partnerships or LLCs under Subchapter K of the Internal Revenue Code.

This three-day seminar will trace the partnership tax rules from the birth of the partnership through its operating life, with emphasis on tax issues and planning strategies and opportunities; and then, since for one reason or another such ventures frequently unwind either before or after satisfying their purpose, will focus on exit strategies and tax planning possibilities in unwinding.

Some of the sessions on the first day are intended to serve as a review of basics. Special attention will be given to planning under recently finalized sets of regulations and proposed regulations, and to changes wrought by recent legislation and legislative proposals. Speakers from Treasury and the IRS will be joining a number of the more advanced panels in order to discuss cutting-edge issues. Finally, the entire afternoon of the third day will be committed to international joint venture tax planning including the use of hybrids and, therefore, is intended to be quite advanced.
What you will learn: 

  • The benefits and detriments of choosing the partnership form
  • Avoiding the partnership form for certain strategic alliances 
  • Partnership interest basis issues, including allocation of liabilities 
  • Determinations of partner distributive shares and the effect of liabilities 
  • Noncompensatory partnership options, convertibles and recapitalizations, including a government panelist 
  • Partnership and LLC compensatory interests including options, with a government panelist 
  • Planning under Section 704(c) 
  • Formation of partnerships, including joint ventures of operating businesses 
  • Transactions between the partnership and partners, including exit strategies 
  • Dispositions of partnership interests 
  • Partnership distributions and terminations 
  • Partnership mergers and divisions 
  • Section 754 election planning and special basis adjustments 
  • State taxation of partnerships, LLCs and their owners 
  • Energy tax credit partnerships, including a government panelist 
  • Codification of the economic substance doctrine, recent tax shelter cases and legislation, preparer penalties, ethical considerations 
  • Partnership workouts and debt restructurings, including a government panelist 
  • Interesting partnership transactions of the past year 
  • Panel of inside tax counsel on forming and operating a joint venture 
  • Session featuring IRS and Treasury representatives on the government perspective on key partnership issues 
  • International joint venture issues and planning, including a government panelist 
  • Effects of recent or proposed tax legislation and pending regulatory proposals

Plus New Sessions

  • “Topside" planning for private equity (and hedge) fund investments 
  • Canal Corporation: Implications for structuring transactions 
  • Special issues of tiered partnerships 
  • The application of self-employment tax and the Medicare tax to LLC members and limited partners 
  • Nuts and bolts of a partnership tax controversy

Speakers: Jeffrey Davis, Mayer Brown LLP
C. Wells Hall, III, Mayer Brown LLP