This message is sent to you by AccountingNewswatch

Guidance on Partnership Disguised Sales and Liabilities

Date: Friday, November 10, 2017
Time: 1:00 - 2:40 pm EST

Sponsored by Lorman Education Services


Registration - Live Webinar Only: $219.00

Registration - Live Webinar Plus CD Recording: $288.00

 

Gain a better understanding of the updated rules on partnership disguised sales and liability allocation.

Partnership structures are becoming more common in transactions across all industries. The use of partnerships presents considerable tax complexity and planning opportunities. The tax rules governing the formation and operation of partnerships can be a trap for the unwary, in part because these rules differ from the tax rules governing corporations, to which many taxpayers are accustomed.

This topic will help you understand the rules governing property contributions and liabilities associated with partnerships, and in particular identify many common issues that taxpayers confront when forming and operating partnerships. Moreover, the information will provide practical solutions to taxpayers seeking to effectively utilize partnerships in their industry.

Learning Objectives:

  • You will be able to define a ‘disguised sale', a ‘qualified liability', a ‘debt financed distribution', and a ‘bottom dollar payment obligation'.
  • You will be able to discuss the material issues associated with forming a joint venture that involves contributions of property and associated liabilities in connection with operating a business.
  • You will be able to identify taxable versus non-taxable transactions involving the contribution of property and liabilities to a partnership, and the distribution of money from a partnership.
  • You will be able to review a proposed transaction, and determine whether additional analysis is needed to determine whether that transaction is at risk of giving rise to disadvantageous tax results.

This Live Webinar Covers These Hot Issues:

Partnership Liabilities Under Section 752 - Background

  • Recourse Liabilities
  • Nonrecourse Liabilities
  • Guarantees and Bottom Dollar Guarantees

Disguised Sales Under Section 707 - Background

  • In General
  • Reimbursement of Preformation Expenditures
  • Qualified Liabilities
  • Debt Financed Distributions
  • Excess Nonrecourse Liabilities

Regulation Packages

  • 2014 Proposed Regulations on Sections 707 and 752
  • 2016 Final Regulations on Section 707
  • 2016 Temporary Regulations on Sections 707 and 752
  • 2016 Proposed Regulations on Section 752, Bottom Dollar Payment Obligations and
  • Deficit Restoration Obligations

Some Strategies to Consider in Light of the 2016 Section 707/752 Regulations

Credit Information (Sponsored by Lorman Education Services):

  • CLE
  • CPE
  • AIPB
  • NASBA
  • Enrolled Agents

For Detailed Credit Information page click here

Only registered attendee will receive continuing education credit.

Faculty:

Sam Kamyans, Baker McKenzie

  • Associate in Baker McKenzie 's Tax group in Washington, D.C.
  • Practice focuses on the U.S. Federal income taxation of partnerships engaged in domestic and international transactions in a wide array of industries
  • Advises clients in the energy, private equity and real estate sector on structuring and implementing complex mergers and acquisitions, divestitures, equity extractions, internal restructurings, and public and private offerings, all with a strong focus on providing tax solutions
  • Experienced in the taxation of partnerships, and has significant experience in energy (traditional and renewable sources), private equity and public market transactions
  • Prior to joining the firm, he was tax counsel to Sempra Energy, a Fortune 500 energy company; before going in-house, he practiced at a large law firm and was an attorney advisor at the U.S. Internal Revenue Service, where he focused on partnership taxation. In addition to practicing tax law, he taught partnership taxation at Georgetown University Law Center from 2010 to 2015
  • Member American Bar Association - Tax Section and Washington D.C. Bar Association - Tax Section
  • LL.M. degree, with distinction, Georgetown University Law Center; J.D. degree, Loyola Law School; B.S. degree, University of California at Santa Barbara

Patricia W. McDonald, Baker McKenzie

  • Partner at Baker McKenzie
  • Practice focuses on Federal tax issues and tax planning for corporations, partnerships, limited liability companies and other passthrough entities
  • Regularly advises clients on tax structuring and other tax issues in various transactions and structures, including domestic and cross-border mergers and acquisitions, inbound real estate and investment fund transactions, and transactions involving partnership and limited liability company structures
  • Advises clients on tax matters relating to transactions in the renewable energy sector, such as the use of energy tax credits and energy grants in capital structures
  • Has given a number of presentations on partnership tax issues, tax issues relating to mergers and acquisitions, and international tax issues; she has presented at seminars sponsored by the Tax Executives Institute, the American Bar Association, the Alliance for Tax, Legal and Accounting Seminars, the Council for International Tax Education, and the Chicago Bar Association
  • Member of the American Bar Association’s Section of Taxation
  • J.D. and M.B.A. degrees, University of Notre Dame; B.A. degree, University of Chicago

(Not available outside the US)