Partnerships, LLCs, and LLPs
ALI-ABA would like to thank the following sponsors:
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Why Attend?
This course provides a full two days of advanced instruction on the federal income taxation of partners and partnerships. While partnership taxation offers substantial flexibility to its owners in structuring their ownership interests and entitlement to receive distributions of cash flow, there are complexities to partnership taxation of which tax advisors must be constantly aware. The program highlights the planning opportunities as well as the pitfalls in advising clients in these types of matters. Registrants should have a basic understanding of Subchapter K in order to get full benefit from this course.
What You Will Learn
The course is an advanced-level review of various tax planning strategies and traps for the unwary in advising partners and partnerships on transactions involving formations; distributions; sale or redemptions of partnership interests; key issues to consider in drafting partnership agreements, including allocations of tax items as well as cash flow; and important state law considerations. An added segment covers estate planning for the professional partner in a personal service partnership. The faculty is composed of a nationally recognized panel of tax lawyers, each of whom has substantial experience in partnership taxation and is a frequent lecturer for ALI-ABA and other national tax forums.
Planning Chairs
Jerald David August, Fox Rothschild LLP, Philadelphia and West Palm Beach, Florida (also on faculty)
Steven G. Frost, Chapman and Cutler LLP Chicago (also on faculty)
Faculty
William H. Caudill, Fulbright & Jaworski L.L.P., Houston
Terence F. Cuff, Loeb & Loeb LLP, Los Angeles
C. Wells Hall III, Mayer Brown, Charlotte, North Carolina
Robert R. Keatinge, Holland & Hart LLP, Denver
Mary A. McNulty, Thompson & Knight LLP, Dallas
Stephen L. Owen, DLA Piper LLP, Baltimore and Washington, D.C.
Stephen D. Rose, Munger Tolles & Olson LLP, Los Angeles
David Shechtman, Drinker Biddle & Reath LLP, Philadelphia
Douglas L. Siegler, Sutherland Asbill & Brennan LLP, Washington, D.C.
ALI-ABA Staff Attorney: Kevin J. O’Connor, Associate Director, Office of Courses of Study
Program Schedule
All times Pacific Standard Time
Thursday, January 12, 2012
7:30 a.m. Registration and Continental Breakfast
8:25 a.m. Administrative Remarks – ALI-ABA Staff
VIDEO WEBCAST SEGMENT A | $329
8:30 a.m. The Application of Self-Employment Tax and the New Medicare Tax to LLC Members and Limited Partners – Mr. Hall
Current state of the law on the application of the self-employment tax to LLC members and limited partners
Impact of the new Medicare tax on net investment income; planning opportunities
9:45 a.m. Estate Planning for Professionals in Unincorporated Service Organizations - Mr. Siegler
Commonly used estate planning techniques for lawyers and accountants in unincorporated business organizations; how to handle deferred compensation and redemption payments triggered by retirement
Post-mortem planning issues
11:00 a.m. Networking and Refreshment Break
11:15 a.m. Duties, Decisions, and Discretion: The Rest of the Relationship – Mr. Keatinge
Non-tax and non-financial issues in the partnership and LLC relationship, including fiduciary duties, agency authority, good faith and fair dealing, indemnification and exculpation, and the grant of discretion to managers
12:30 p.m. Lunch Break
VIDEO WEBCAST SEGMENT B | $329
2:00 p.m. Sorting Out the Mixing Bowl Provisions – Messrs. August and Caudill
Working with and avoiding the mixing bowl rules in Subchapter K
Various revisions in the partnership rules that require gain realization to partners who previously contributed appreciated property to the partnership
Section 731(c) dealing with the distribution of marketable securities
Disguised sales rules
3:30 p.m. Networking and Refreshment Break
3:45 p.m. Procedural Issues in Partnership Audits and Tax Litigation – Ms. McNulty
The rights and duties of the tax matters partner
The unique rules governing partnership refund claims
Partner-level and partnership-level statutes of limitations
Tips and traps in navigating the complex TEFRA partnership rules
5:15 p.m. Adjournment for the Day; Networking Reception for Registrants and Faculty
Friday, January 13, 2012
8:00 a.m. Networking Session and Continental Breakfast
VIDEO WEBCAST SEGMENT C | $329
8:30 a.m. Structuring Deals Using Disregarded Entities – Mr. Owen
Planning issues and opportunities using disregarded entities, tax partnerships, and checking the box
9:45 a.m. Series LLCs: The Treasury's Proposed Regulations, and What's Next? – Mr. Frost
Tax and non-tax issues
Tax issues that are relevant in non-series situations
Non-tax issues so that practitioners can use series appropriately and to the advantage of their clients
11:00 a.m. Networking and Refreshment Break
11:15 a.m. Partnership Issues in Like-Kind Exchanges – Mr. Shechtman
Tax issues for partnerships engaging in like-kind exchanges, with a particular focus on various planning techniques available when some partners wish to "go their separate ways " and either receive cash or a different replacement property
12:30 p.m. Lunch Break
VIDEO WEBCAST SEGMENT D | $329
2:00 p.m. Problems and Pitfalls in Drafting Partnership Agreements- Mr. Cuff
Techniques that advisors have used to foul up their partnership and LLC agreements and to create malpractice liability issues
3:30 p.m. Networking and Refreshment Break
3:45 p.m. Partnership Workouts – Mr. Rose
Issues that a practitioner must address when restructuring a troubled partnership
Important tax and structuring issues facing the debtor partnership and its partners and lenders
Planning opportunities and traps for the unwary
5:15 p.m. Adjournment
Total 60-minute hours of instruction: 13.5
Note: The discussions include at least one full hour on ethics and professional responsibility issues, accepted as such by most, but not all, MCLE jurisdictions
Suggested Prerequisite: Limited experience in legal practice in subject matter or completion of Basic CLE Course in subject matter
Educational Objective: Acquisition of knowledge and skills to develop proficiency as a practitioner; maintenance of professional competence as a practitioner; provision of information on recent legal developments
Level of Instruction: Level of Instruction: Advanced
Times
Pacific Standard Time
