The
J. Nelson Young
Tax
Institute
A Program in Continuing Legal/Professional Education
$SWLO 2– , 20 1
UNC Center for School Leadership Development
Chapel Hill, North Carolina
1 hours of CLE credit
1 hours of CPE credit
Register Online!
www.law.unc.edu/cle
Thursday,April24
8:00 a.m.
8:15 a.m.
Registration and Continental Breakfast Welcome John Charles Boger, Dean and Wade Edwards Distinguished Professor of Law 8:25 ‐ 10:25 a.m.
Recent Federal Income Tax Developments Martin J. McMahon, Jr., James J. Freeland Eminent Scholar in Taxation and Professor of Law, Fredric G. Levin College of Law, University of Florida and Bruce A. McGovern, Vice President, Associate Dean for Academic Administration and
Professor of Law, South Texas College of Law
This session will provide an examination of the legislation, court opinions, and regulations and rulings of the past year. 10:25 ‐ 10:35 a.m. Break 10:35 ‐ 11:50 a.m. Mission Impossible: North Carolina Tax Reform Eugene W. Chianelli, Jr., Higgins, Frankstone, Graves & Morris, PA The state has taken a very big first step in overhauling its tax code ‐‐ enacting its first major reform in 80 years. The change created a modified flat tax system, with a single income tax rate, an increased standard deduction and fewer tax breaks, as well as the elimination of the personal exemption and a $50,000 deduction for small business owners. It also repeals the state's estate tax. 12:00 p.m.
Lunch (provided) 12:45 ‐ 1:55 p.m. Top Ten Fiduciary Income Tax Issues Scott E. Hamm, KPMG LLP In 2013, trusts and fiduciaries confronted a new income tax environment with the advent of the section 1411 tax of 3.8% on net investment income and the increase in the ordinary income and capital gain tax rates applicable to trusts. In addition to offering advice on minimizing the income tax bite, this presentation will highlight some of the most problematic unresolved fiduciary income tax issues and offer suggestions on how best to approach these questions when faced with them in practice. 2:00 ‐ 3:10 p.m. Hot Topics in Partnership Taxation 3:15 ‐ 4:25 p.m. Partnership Exits: "I Want Out"
Eric B. Sloan and Glenn E. Mincey, KPMG LLP This presentation will address recent and anticipated developments in partnership taxation, including a review of the 2013‐2014 Priority Guidance Plan. Special attention will be paid to the revenue procedure regarding the allocation under section 704(b) of rehabilitation tax credits under section 47, the proposed regulations under section 752 regarding related person rules, and future regulations under section 707 relating to disguised sales of property. James “Jim” B. Sowell, KPMG LLP Partners and their advisors often need to evaluate alternate tax strategies when exiting a partnership. Seemingly comparable methods can produce significantly different tax results. This program will focus on different exit strategies and highlight important tax issues, including character, installment reporting, stuffing allocations, retained equity interests, and mixing bowls. 4:30 p.m. ‐ 5:30 p.m.
Ethical and Related Considerations in Providing Tax Advice (PR)* Peter S. Wilson, McGladrey, LLP The course will address the ethical obligations of attorneys, CPAs and other Circular 230 practitioners in advising their clients concerning Federal tax matters. It will also consider certain related considerations in advising clients, including the obligations of nonsigning preparers under Internal Revenue Code §6694, the practitioner privilege under §7525, and risk management principles in providing advice. *The School of Law is greatly appreciative of the Judge Marshall T. Spears, Sr. Lecture, which was established in 1981 by E.F. Spears to support
professional Continuing Legal Education. Friday,April25
8:00 a.m. Continental Breakfast 8:30 ‐ 9:30 a.m. Ethical Hazards in Representing Clients with Diminished Capacity (PR)* Mary F. Radford, Marjorie Fine Knowles Professor of Law, Georgia State University College of Law Although state law standards for testamentary capacity are remarkably low, clients often approach and even cross that threshold (sometimes going back and forth). When they do, a host of ethical issues arise for the estate planner. What obligations does the planner have to verify the client’s capacity? Will such verifications breach client confidences? Do examinations of the client’s capacity violate the planner’s obligations to zealously pursue the client’s goals? If the planner determines the client lacks capacity, what obligations does the planner have to pursue incompetency proceedings, notify agents under previously executed powers of attorney, or notify successor trustees under revocable trust instruments? These and other thorny ethical issues arising in this context will be explored. 9:30 ‐ 9:45 a.m. Break 9:45 ‐ 11:00 a.m. Federal Transfer Tax Reform in a Post-Windsor World*** Sanford J. Schlesinger, Schlesinger Gannon & Lazetera LLP The speaker will discuss the gift tax, estate tax and generation‐skipping transfer tax provisions of the American Taxpayer Relief Act of 2012, including the impact of the United States Supreme Court decision in United States v. Windsor on gift and estate planning and the administration of estates. The speaker will also discuss the estate planning impact of the repeal of the North Carolina estate tax in 2013, and how that repeal affects estate planning decisions for North Carolinians. The session will also include an examination of the Administration’s current proposals for transfer tax reform regarding the transfer tax exemptions and rates, short term grantor retained annuity trusts and grantor trusts. In addition, the speaker will review recent IRS developments regarding various aspects of estates and trusts. 11:10 a.m. ‐ 12:20 p.m. Federal and State Due Diligence for M&A and Equity Investments in LLCs
Jerald D. August, Fox Rothschild LLP Discussion of the principal tax considerations that should be taken into account in negotiating acquisition agreements, from both the buyer's and seller's perspectives, involving corporations, including S corporations. Emphasis will be given to the relevant contractual provisions contained in acquisition agreements pertaining to tax matters, including the parties' tax representations and warranties, covenants, and indemnification provisions. Other points for consideration will be purchase price allocations, allocation of income or loss in year of sale, impact of tax sharing agreements and dispute resolution provisions. 12:20 p.m.
Lunch (provided) 1:00 ‐ 2:10 p.m. Net Investment Income Tax and Its Specific Impact on Rental Real Estate Todd D. Keator, Thompson & Knight LLP This session is an analysis of the new net investment income tax in the context of rental real estate investments, with a focus on what it means for rental real estate to be held in a "trade or business" and on the rules and exceptions for determining whether such activity is passive or non‐passive under Section 469. 2:15 ‐ 3:25 p.m.
Compensating Owners and Key Employees of Partnerships and LLCs Elizabeth E. Drigotas, Deloitte Tax LLP This presentation covers the latest tax considerations in structuring compensatory arrangements for owners and key employees of partnerships and LLCs. A range of topics will be discussed, including Section 409A, partnership profits interests, phantom equity and other forms of deferred compensation. The presentation will focus on comparing and contrasting the different compensation alternatives to help identify the best form of compensation for different types of partnerships and LLCs. 3:30 p.m. ‐ 4:30 p.m.
Compensation Reclassification Risks for S and C Corporations? Stephen R. Looney, Dean, Mead, Egerton, Bloodworth, Capouano & Bozarth, PA This presentation will discuss how the IRS and the Courts are addressing the reclassification of compensation and other payments to shareholders as dividends (unreasonably high compensation) in the context of C corporations, as well as how the IRS and the Courts are addressing the reclassification of distributions as compensation (unreasonably low compensation) subject to payroll tax liability in the context of S corporations. It will also focus on the increasing application by the IRS and Courts of the so‐called “independent investor test” to determine reasonable compensation, recent cases addressing the application of the self‐employment tax to LLC members, and recent legislative attempts to impose the self‐employment tax on certain S corporations. **The School of Law is greatly appreciative of the Marvin K. and Florence T. Blount Lecture, which was established in 1973 by Marvin (J.D., 1916) and Florence Blount to promote greater professional and public awareness of estate planning and tax issues. ʹͲͳͶǤǤǤ‡Ž•‘Ǥ‘—‰ǤƒšǤ•–‹–—–‡Ǥ’‡ƒ‡”•
Jerald D. August August is a partner Co‐chair of the firm's Taxation & Wealth Planning Practice of Fox Rothschild. The firm's practice is limited to taxation, tax litigation, estate planning and employee benefits. He is engaged in general tax practice and handles planning and controversy issues involving federal and state taxation including corporations, partnerships, limited liability companies and tax exempt organizations. In particular, he advises owners of closely‐held business entities in terms of formation, acquisitions, distributions, and related estate planning matters. He represented the Tax Section of the Florida Bar Association before the U.S. Supreme Court in Estate of Hubert v. Commissioner. He also has served as adjunct professor, University of Miami Law School, and as visiting professor, University of Pittsburgh School of Law and the Graduate Tax Program, University of Florida School of Law. He received B.S. and B.A. degrees from the Wharton School of the University of Pennsylvania. He received
a J.D. from the University of Pittsburgh's School of Law and an LL.M. in Taxation from the New York University School of Law. Eugene W. Chianelli, Jr.
Chianelli is a member of Higgins Frankstone Graves Morris, PA. His principal areas of practice are business law, business organizations,
closely-held corporations, business succession planning, mergers and acquisitions, economic development, federal and state taxation
and non-profit law. He is a member of the Business Law and Tax Sections of the North Carolina Bar Association; he is currently serving
as Vice-Chair of the Tax Section. He is also a member of the 10th Judicial District Bar. He received a B.S. from James Madison University
in 1993, a J.D. from St. Louis University in 1996 and an LL.M. in Taxation from Washington University in 1997.
Elizabeth E. Drigotas Drigotas is a principal in the Washington, DC, office of Deloitte Tax. Her practice focuses on employee benefits and executive compensation. Prior to joining Deloitte Tax, she worked as an attorney advisor in the Office of the Benefits Tax Counsel for the U.S. Treasury Department. During her tenure there, she participated in a number of regulatory projects, including golden parachute regulations, incentive stock option regulations, section 401(k) and (m) regulations, regulations permitting individuals over age 50 to make additional contributions and regulations applicable to ESOPs (employee stock ownership plans). She is a frequent speaker and writer on issues concerning employee benefits and compensation. She received an A.B. from Bowdoin College and a J.D. from the UNC School of Law. Scott E. Hamm Hamm is the director of the Washington National Tax practice of KPMG. He received a B.S. and a J.D. from Brigham Young University and an LL.M. in Taxation from the Georgetown University Law Center. Todd D. Keator Keator is a partner in the Dallas office of Thompson & Knight LLP. He has an L.L.M. in Taxation from NYU is currently serves as an officer in both the Real Estate Committee of the American Bar Association Tax Section and the Partnerships and Real Estate Committee of the State Bar of Texas Tax Section. His practice focuses primarily on U.S. transactional tax issues, with an emphasis on partnership, real estate, and oil and gas transactions. Recent practice highlights include 1031 exchanges involving real estate and oil and gas assets, private REIT formation and acquisitions, partnership formations and recapitalizations, debt workouts, and transactions involving “tracking” stock. He received a B.A. and a J.D. from Louisiana State
University and an LL.M from the New York University School of Law. Stephen R. Looney Looney is a shareholder in the law firm of Dean, Mead, Egerton, Bloodworth, Capouano & Bozarth. He practices in the areas of tax, corporate, partnership, business and health care law, with an emphasis in entity formations, acquisitions, dispositions, redemptions, liquidations and reorganizations. His clients include closely held businesses, with an emphasis in medical and other professional practices. Looney writes and speaks extensively on a nationwide basis on a variety of tax subjects. His articles have appeared in a number of professional publications, including the Journal of Taxation, The Tax Lawyer, the Business Entities Journal, the Journal of S Corporation Taxation, the Journal of Partnership Taxation, and the Journal of Corporate Taxation. He received a B.A. in Accounting and Business Administration from Drury College and earned a J.D. from the University of Missouri‐Columbia. He an LL.M. in Taxation from the University of Florida. Martin J. McMahon, Jr. McMahon is the Stephen C. O’Connell Professor of Law for Fredric G. Levin College of Law at the University of Florida. He is the coauthor with Boris Bittker and Larry Zelenak of Federal Income Taxation of Individuals, 3d.Ed., and the coauthor of course books on federal income taxation, taxation of corporations, and taxation of partnerships. He received a J.D. from Boston College Law School and an LL.M. in Taxation from Boston University Law School. Bruce A. McGovern
McGovern is the Vice President, Associate Dean for Academic Administration and Professor of Law at South Texas College of Law. He is the author
of Agency, Partnerships and Limited Liability Companies: Cases and Materials, 2nd Ed. and the upcoming Federal Taxation of Corporations: Filing
Consolidated Returns. He received a B.A. from Columbia University, a J .D. from Fordham University School of Law and a LL.M. from the University
of Florida College of Law.
Glenn E. Mincey
Professor Mincey a Principal at KPMG LLP. Previously, he was a Senior Manager in the National Tax Office of Deloitte Tax LLP, where he was a
member of the firm’s national Passthroughs Group. He specialized in partnership taxation, with emphasis on the use of partnerships in mergers
and acquisitions and corporate financings and restructurings, and represents investment funds, investment banks, and a wide array of Fortune
500 companies. Before joining Deloitte Tax, Professor Mincey served as an Attorney Advisor in the Office of Chief Counsel of the IRS’s National
Office in the Corporate Taxation division. He has authored and co-authored articles that have appeared in a number of publications, including
the Journal of Taxation, Tax Notes, the Journal of Passthrough Entities, the Practising Law Institute, and the ABA Tax Quarterly. He has also
lectured at many conferences, including the Tax Executives Institute and the New York University Summer Institute in Taxation. He is the chair
of the subcommittee on contributions and distributions of the Committee on Partnerships and LLCs of the ABA's Tax Section. He has a B.A. and
a J.D. from Louisiana State University and an LL.M. from Georgetown.
Mary F. Radford Radford is the Marjorie Fine Knowles Professor of Law at Georgia State University College of Law. Her teaching areas are Wills, Trusts & Estates;
Estate Planning; and Law & the Elderly. Professor Radford was the President of the American College of Trust & Estate Counsel (ACTEC) in 2011-12.
She served as the Reporter for the Georgia Trust Code Revision Committee (2005.10), the Georgia Guardianship Code Revision Committee
(1997-2004) and Georgia Probate Code Revision Committee (1992.96) of the State Bar of Georgia. She was the principal draftsperson for
Georgia's newly.enacted Trust, Guardianship, and Probate Codes. She was the 2004 Chair of the AALS Section on Donative Transfers, Fiduciaries,
and Estate Planning. She has authored: Georgia Trusts & Trustees; Guardianships & Conservatorships in Georgia; the sixth and seventh editions
of Redfearn: Wills & Administration in Georgia; and numerous law review articles. She frequently gives presentations on estate planning and
guardianship topics at local, national, and international seminars. In 2009, she was awarded the Verner S. Chaffin Career Service Award by the
Fiduciary Law Section of the State Bar of Georgia. In 2002, she was awarded the Treat Award for Excellence by the National College of Probate
Judges. She received a B.A. from the Newcomb College of Tulane University and a J.D. from Emory College of Law.
Sanford J. Schlesinger Schlesinger is a founding partner of the law firm of Schlesinger Gannon & Lazetera and chair of its wills and estates department and family business group. He is a nationally recognized expert in the areas of estate and tax planning, estate administration, family owned business planning; charitable planning and all related areas. He also handles all aspects of contested and litigated estate and trust matters. In addition to being a frequent lecturer, he has authored three books and numerous publications on trusts, estates, taxation, closely held business and family succession planning, charitable giving and related matters. He received a J.D. from the Fordham University School of Law. Eric B. Sloan Sloan is a principal with Deloitte Tax,LLP. He specializes in the use of partnerships and limited liability companies in domestic and cross‐border mergers and acquisitions, financing transactions, and restructurings. Eric represents a wide array of clients, including some of the largest private equity firms in the country, as well as a number of the largest publicly traded and privately held companies in the world. Previously, Eric founded and led for nearly 15 years the Passthroughs group in the National Tax Office of Deloitte Tax LLP. He is an adjunct professor at the Georgetown University Law Center. He is a frequent lecturer on a variety of topics dealing with U.S. federal income taxation, having spoken at many of the country’s leading tax conferences, including the Practicing Law Institute, the University of Chicago Law School’s Federal Tax Conference, the Texas Federal Tax Institute, the Southern Federal Tax Institute, the USC Gould School of Law Tax Institute, the New York University’s Institute on Federal Taxation and Summer Institute on Federal Taxation, the American Bar Association Tax Section, and the Tax Executives Institute, as well as at the Wharton School of Business and the New York University School of Law. He received a B.A. from Northwestern, a J.D. from the University of
Chicago Law School, and an LL.M. in Taxation, from the Georgetown University Law Center. James B. Sowell Sowell is a principal in the Passthroughs group of the Washington National Tax office of KPMG LLP. He focuses primarily on tax issues relating to partnerships and REITs, and he leads the Real Estate practice for Washington National Tax. Prior to joining KPMG, Jim was with the national tax offices of other major accounting firms. Prior to that time, Jim was with the U.S. Department of Treasury (Office of Tax Policy) where he served first as an Attorney Advisor and then as an Associate Tax Legislative Counsel. While at the Treasury Department, Jim was primarily responsible for administrative guidance and legislation involving partnerships, real estate investment trusts, like‐kind exchanges, and other issues. The many matters that he was involved in while at Treasury included the regulations relating to partnership mergers and divisions, the partnership basis adjustment regulations, the regulations relating to amortization of intangible property, and the legislation relating to taxable REIT subsidiaries. Prior to the Treasury Department, Jim was an associate at King & Spalding in Atlanta, Georgia. Sowell earned a B.A. and a J.D. from University of Florida where he was chief tax editor of the Florida Law Review. He received an LL.M. in taxation from the New York University.
Peter S. Wilson Wilson is McGladrey’s National Partner for Tax Quality and Risk Management where he is responsible for risk management and professional standards for the firm’s $450+ million tax practice. He has over 30 years’ of experience as a practicing attorney and CPA. From 2011 to 2013, Pete served as a member of the Internal Revenue Service Advisory Council (OPR Subgroup), a public forum for senior IRS executives to discuss relevant tax administration issues with tax practitioners and representatives of the public. He has participated in several ABA and AICPA task forces that developed comments on changes to Circular 230and the regulations under §6694, §6109, and §7701. He is a frequent speaker on tax practice professional standards. He is licensed as a Certified Public Accountant in New York and North Carolina and is admitted to the bar in New York, Massachusetts (inactive), and North Carolina. He is a member of the AICPA and the American Bar Association (Tax Section, Standards of Tax Practice Committee, and Civil and Criminal Penalties Committee). He received a B.S. from LeMoyne College, a J.D. from Albany Law School and an M.B.A. from Rensselaer Polytechnic Institute. General Information AND REGISTR ATION
Register Online Now!
Have a MasterCard or V isa ready and visit
www.law.unc.edu/cle to start the registration process.
Registration
Online Registration is now available!
Registration
Location
Paralegal
Attorney/CPA
$400
The Tax Institute will be held at the UNC Center for School
Leadership & Development on the UNC campus.
$200
Registr
Course Credit
*The registration fee includes a continental breakfast each day, morning and afternoon breaks, and
conference materials.
Registrations will be accepted at the door on a space-available
basis. To check space availability, please contact the CLE Office
before $SULO 1 at (919) 962-1679 or unclawcle@unc.edu.
P
C
r
o
f
Cancellations
Cancellations received on or prior to April will be honored
and registration fees refunded, less a $50.00 processing fee.
Cancellations received after April 1 but before April 12 will be
honored and registration fees refunded, less a $65.00 charge for
processing and unrecoverable expenses. Cancellations will not
be honored after April 12. Confirmed participants who do not
attend the program are responsible for the entire fee unless
other arrangements have been made with the School of Law’s
director of continuing legal education at (919) 962-7815.
t
CLE Credit for Attorneys: The Tax Institute is accredited for
1 hours (includes 2.0 hours of ethics) under the N.C. State
Bar Mandatory Continuing Legal Education requirements.
i
d
e
r
C
E
P
CPE Credit for CPAs: The Tax Institute is recommended for
1 hours of CPE credit (includes 2 hours of ethics). UNC School
of Law is registered VSRQVRUZLWKWKH1$6%$
1DWLRQDO$VVRFLDWLRQRI6WDWH%RDUGVRI$FFRXQWDQF\IRU
continuing professional education&3(.
C: A
s
CLE and CPE Credit in Other States:
Please indicate states in which you would like to receive credit on
your registration form, and we will assist in that process. Payment
of out-of-state fees is the responsibility of the attendee.
Accommodations
A block of rooms have been reserved at a special rate at The Siena
Hotel, 1505 East Franklin Street in Chapel Hill, call (800) 223-7379.
Online:
jcarlock@email.unc.edu
www.law.unc.edu/cle
By Fax:
(919) 843-7779
Open 24 hours a day!
By Phone:
Call the CLE Office at (919) 962-7815
9:00 a.m. – 5:00 p.m., Monday
THE UNIVE
–
Friday
THE 20 10 J. NELSON YOUNG T AX INSTITUTE APRIL 26 - 27
R S I T Y
of
N O R T H
at
C H A P E L
C A R O L I N A
H I L L
C A M P U S
VA N
B OX
3 3 8 0
H E C K E - W E T TA C H
C H A P E L
H I L L ,
N C
H A L L
2 7 5 9 9 - 3 3 8 0
Non Profit Org
U.S. Postage
P
Permit 177
Chapel Hill NC
A
I
D
non-profit
organization
u.s. postage
pAiD
permit no. 177
Chapel hill, nC
Office of Continuing Legal Education
Campus box 3380
160 Ridge Road
Chapel hill, nC 27514
l Yes, please register me for The J. Nelson Young Tax Institute!
reGisTrATion inforMATion
pAyMenT inforMATion
Please provide us with the following information
(please print or type):
l Mr.
l Ms.
l Mrs.
l Dr.
Program Fees
l Judge
Name ____________________________________________
Firm/Company ____________________________________
Address ___________________________________________
City ______________________________________________
Attorney/CPA
$400.00
Paralegal
$200.00
Group Discount*
- $25.00
Additional Copies
of the Tax Institute
Manuscript
$150.00
Enter Amount
Total Enclosed:
State _____________________________ Zip ____________
Daytime Phone ( ________ ) __________________________
* GROUP DISCOUNT! Send 3 or more from the same company
and save on EACH registration.
Fax ( _______ ) _____________________________________
If you have questions about registration or the courses, please
contact the Carolina Law Office of CLE at (919) 962-1679.
$25
o
k
t
b
a
z
s
s
t
a
l
i
ac
mn
- u
e .
o
l
y i
a
m
.
e
u
@
d w
e
r
.
Email address ______________________________________
Name, as you would like it to appear on nametag:
__________________________________________________
l I would like to receive CLE credit in North Carolina.
My N.C. Bar number is: ____________________.
l I would also like to receive CLE credit in the state of
____________________ and the Bar Number* is
____________________.
* Please include your bar number, appropriate address, and any other
needed information if attendance verification is required. Out of state
Bar reporting fees are the responsibility of the registrant.
Occupation: l Attorney
l CPA
l Other ____________________ (please specify)
you MAy reGisTer
Online: Now register online at www.law.unc.edu/cle
By Fax: With a credit card number (919) 843-7779
VISA and MasterCard
By Mail: Office of CLE, UNC School of Law,
CB # 3380, Chapel Hill, NC 27599-3380,
ATTN: Tax Registration
Checks payable to UNC-CLE (no staples please)
l VISA
l MasterCard
Exp. Date _________AV#
________
Card # __________________________________________
Authorized Name _________________________________
Signature ________________________________________