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
  • Drafting partnership agreements for substantial economic effect
  • Expanded session on non-compensatory partnership options, convertibles, recapitalizations, and similar transactions, including a government panelist
  • Partnership and LLC compensatory interests including options, with a government panelist
  • The application of self-employment tax and the new net investment income tax to LLC members and limited partners, including a government panelist
  • Planning under Section 704(c)
  • Formation of partnerships, including joint ventures of operating businesses
  • “Topside” planning for private equity and hedge fund investments
  • Transactions between the partnership and partners, including exit strategies
  • Canal Corporation: Implications for structuring transactions
  • Dispositions of partnership interests
  • Partnership distributions and terminations
  • Section 754 election planning and special basis adjustments
  • Partnership mergers and divisions
  • Special issues of tiered partnerships
  • Economic substance - understanding the limits; effects of codification; other judicial doctrines; partnership anti-abuse rules; recent tax shelter cases; penalties; ethical considerations; distinguishing good from troublesome tax planning in today’s environment
  • Partnership workouts and debt restructurings, including a government panelist
  • Panel on interesting partnership transactions of the past year
  • Session featuring IRS and Treasury representatives on the government perspective on key partnership issues
  • Nuts and bolts of a partnership tax controversy
  • International joint venture issues and planning, including a government panelist
  • “Check-the-Box” planning
  • Effects of recent or proposed tax legislation and pending regulatory proposals

Speaker: C. Wells Hall, III

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