Partnership Taxation: Fundamental Issues & Critical Considerations
February 20-21, 2013
Sheraton San Diego Hotel & Marina | San Diego, California
Dear Colleague:
Partnerships are the business entity of choice. Tax executives are impelled
to consider partnerships or check-the-box LLCs to achieve pass-through
tax treatment. As important, a renewed emphasis on strategic alliances,
especially for large-scale or innovative projects, requires corporate tax executives to advise senior management on the opportunities and pitfalls
of structuring joint ventures, investments, and day-to-day business operations under Subchapter K of the Internal Revenue Code. Recognizing
this, TEI will hold a two-day seminar on Fundamental Issues and Critical
Considerations in Partnership Taxation at the Sheraton San Diego Hotel &
Marina on February 20-21, 2013.
The faculty for this program is a Who’s Who in partnership taxation. Session after session will be led by tax professionals with both special expertise and significant teaching experience. As a result, registrants will progress rapidly from an understanding of (or refresher on) the fundamentals
to the cutting edge of complex or current transactional issues. Thus, the
seminar will begin with an overview of the choice of entity issues and
key tax issues on the formation of partnerships and joint ventures. Tax
accounting for the day-to-day operations of a partnership will also be covered. Because partnership compliance and tax planning generally turn on
the interrelationships among basis, the effect of liabilities, and allocations
of items to a partner’s accounts, the next three sessions will explore those
core issues, including the allocation of partnership items for substantial
economic effect under section 704(b) and the special allocation rules of
section 704(c). The final two sessions of the day will address special partnership transactions, leveraged partnerships, exit strategies, liquidating
and non-liquidating distributions, the effect of partnership terminations,
and planning for or avoiding a partnership termination.
The second day will address a host of critical considerations in business
and partnership planning issues, beginning with tax-sensitive clauses in
partnership agreements that tax executives will encounter and a session
on the uses of LLCs and LLPs in structuring corporate transactions. Other
topics will include state and local tax planning and controversy issues,
international tax considerations, and an update on the most recent partnership developments and transactions.
The particulars of the seminar are spelled out in this brochure. I am confident you will agree that the Federal Tax Committee has assembled a topnotch faculty to lead us through selected issues in joint ventures, partnerships, and LLCs. Please register early to ensure your participation.
Carita R. Twinem
International President
CPE Credit Information
Tax Executives Institute is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing
professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance
of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE
Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN 37219-2417. Website: www.nasba.org.
For more information regarding administrative policies such as complaint or refund, please contact TEI directly at 202.638.5601.
Date: February 20-21, 2013
Delivery Method: Group Live
Program Level: Advanced
Field of Study: Taxes
Learning Objectives: Participants will learn fundamentals and advanced concepts in partnership taxation.
Prerequisite: None
Advanced Preparation: No advance preparation required
CPE Credit: 16.5 credits based on a 50-minute hour
CLE Credit: 13.5 credits based on a 60-minute hour
830 total minutes possible.
Tax Executives Institute and TEI Education Fund accord to participants of any race, color, creed, sex, or national ethnic origin all the rights, privileges,
programs, and activities generally accorded or made available to participants at its program, courses, and other activities.
Tax Executives Institute, Inc.
Partnership Taxation: Fundamental Issues & Critical Considerations
February 20-21, 2013
Sheraton San Diego Hotel & Marina | San Diego, California
Wednesday, February 20
The Fundamentals
Thursday, February 21
Critical Considerations in Partnerships
7:00–8:00 am
Registration/Breakfast
8:00–8:10 am
Introductory Remarks
8:00–9:00 am
Robert L. Howren
BlueLinx Corporation
Atlanta, Georgia
Chair, TEI Federal Tax Committee
8:10–9:45 am
Tax Considerations in Forming and Operating a
Partnership (including check the box)
Elizabeth Amoni
PricewaterhouseCoopers LLP
Washington, D.C.
Karen G. Lohnes
PricewaterhouseCoopers LLP
Washington, D.C.
10:00–11:15 am
Basis Issues, including Allocating Liabilities among
Partners under §752
Gary R. Huffman
Bingham McCutchen LLP
Washington, D.C.
11:15 am–12:15 pm
Partner’s Distributive Share under § 704(b) —
Ensuring Substantial Economic Effect
7:30–8:00 am
Breakfast
Tax-Sensitive Partnership Agreement Clauses
Tax Executives Must Address
Madeline M. Chiampou
McDermott Will & Emery LLP
New York, New York
Peter L. Faber
McDermott Will & Emery LLP
New York, New York
9:00–10:15 am
Using LLCs and LLPs in Corporate Transactions
Aaron P. Nocjar
Steptoe & Johnson LLP
Washington, D.C.
10:30 am–Noon Current Federal Tax Developments in Partnership
Taxation
Jennifer Chu
Deloitte Tax LLP
Los Angeles, California
Eric B. Sloan
Deloitte Tax LLP
New York, New York
Todd D. Golub
Ernst & Young LLP
Chicago, Illinois
Lewis R. Steinberg
Credit Suisse Securities (USA) LLC
New York, New York
Robert D. Schachat
Ernst & Young LLP
Washington D.C.
12:15–1:30 pm
1:30–2:45 pm
Luncheon
Practical Implications of § 704(c) Allocations
James B. Sowell
KPMG LLP
Washington, D.C.
3:00–4:15 pm Transactions between Partners and Partnerships
(including Guaranteed Payments), Disguised Sales,
Anti-Abuse Rules, Leveraged Partnerships, and Exit
Strategies
Phillip J. Gall
Ernst & Young LLP
New York, New York
4:15–5:30 pm Sale, Exchange, or Other Disposition of Partnership
Interests; Partnership Distributions; Partnership
Terminations
Deborah A. Fields
KPMG LLP
Washington, D.C.
5:30–6:30 pm
Reception
Sponsored by Crowe Horwath LLP
Noon–1:00 pm
1:00–2:15 pm
Luncheon
Issues in International Joint Venture and Partnership
Planning — Does Checking the Box Cure All Ills?
Joan C. Arnold
Pepper Hamilton LLP
Philadelphia, Pennsylvania
2:15–3:30 pm
State & Local Partnership and LLC Issues: Planning
and Controversies
Maureen E. Pechacek
PricewaterhouseCoopers LLP
San Diego, California
Robert M. Porcelli
PricewaterhouseCoopers LLP
McLean, Virginia
3:30 pm
Program Concludes
General Information
Learning Objective
Participants will receive in-depth instruction on the fundamentals of
partnership taxation on the first day, followed by a series of sessions on
the second day reviewing and applying the concepts in more advanced
and strategic settings, including international and state & local tax areas.
In addition, recent partnership tax law guidance will be reviewed.
Registrations
Registration is limited to members of TEI and other in-house tax professionals.
No partial or split registrations are permitted. Please note: Membership in
Tax Executives Institute is on an individual basis; there are no “company” or
“corporate” memberships. Registrants are encouraged to register via www.
tei.org. The registration should be typed; if TEI is unable to read the form, its
processing may be delayed. Use of the U.S. Postal Service’s overnight mail
is acceptable. Other overnight mail services (such as FedEx) will not deliver
to TEI’s P.O. Box. Because of TEI’s lockbox procedures, registrations should
not be sent to TEI’s street address.
A registation will not be processed unless it is accompanied by payment,
and no registrations will be taken over the telephone.
8 By Web: Go to www.tei.org. You must login in before registering.
By Mail and USPS Express Mail: Send registration form with check or credit
,
card information. Mailing address for registrations: Tax Executives Institute,
P.O. Box 9407, Uniondale, NY 11555-9407.
By Other Express Mail: Citi@ 1 Reckson Plaza, Wholesale Lockbox Lower
Level, Attn: J. Brady/N. Richards, Uniondale, NY 11555. Mark inside
envelope “P.O. Box 9401-Tax Executives Institute.”
2 By Fax: 202.638.5607. Credit card registrations only. VISA, MasterCard, American Express, Diners Club, and Discover only. To ensure
confidentiality, please fax between 9:00 am and 4:00 pm ET.
Applications should be completed in full. The requested information will
be used to comply with continuing education requirements established by
state CPA and bar associations as well as federal antidiscrimination rules.
Questions? Call TEI at 202.638.5601
or visit the website at www.tei.org. Click on
“Continuing Education.”
A block of rooms is being held at the Sheraton San Diego Hotel & Marina. Registrants are responsible for making their own reservations.
Please telephone the hotel at 877.734.2726,and identify yourself
as a member of the Tax Executives Institute group. The room rate is
$189 single/double, plus tax. TEI’s block of rooms will be released
for sale to the public on January 29, 2013. Requests for accommodations after that date, or if the block sells out prior to January 29,
cannot be ensured.
San Diego Hotel & Marina
1380 Harbor Island Drive, San Diego, CA 92101
(P) 619.291.2900
Recording Devices
The use of tape or digital recorders in the classroom is prohibited. Please
silence mobile phones, email devices, and pagers upon entering the
meeting room.
Cancellation and Substitution Policy
All cancellations must be made in writing by 4:00 pm ET on February
4, 2013, and will be subject to an administrative service charge of $75
(U.S.); for cancellations after February 4, 2013 (the date handout materials become available) and before February 13, the charge will be $200
(U.S.). No refunds will be made for cancellations received after February 13, and for no-shows. To cancel please send an email to meetings@
tei.org. In the event of cancellation or oversubscription of the conference, TEI’s liability is limited to the return of the registration fee.
Handout Materials
Materials will be posted in a searchable format on a secure website. Beginning approximately two weeks before the conference, registrants will be
able to access the handouts via a secure link (requiring a password), so
they can download or print them out. No paper copies will be provided in
your registration materials, and onsite printing facilities will be extremely
limited. TEI encourages you to download or print documents of interest
in advance. (Wi-fi will not be available in the meeting rooms.) Materials
will remain accessible by registrants for one month after the conference.
Facilities
Planning Committee
Carita R. Twinem
Spectrum Brands Holdings, Inc.
Madison, Wisconsin
TEI International President,
TEI Education Fund
Terilea J. Wielenga
Allergan, Inc.
Irvine, California
Chair, TEI’s Continuing Education Committee
Robert L. Howren
BlueLinx Corporation
Atlanta, Georgia
Chair, TEI’s Federal Tax Committee
Richard A. Brandenburg
Goodyear Tire & Rubber Corporation
Clinton, Ohio
Katherine C. Castillo
Guardian Industries Corporation
Auburn Hills, Michigan
John P. Orr, Jr.
Equinox Corporation
New York, New York
Tavin Skoff
SAIC
San Diego, California
Timothy J. McCormally
Executive Director
Tax Executives Institute, Inc.
Washington, D.C.
Eli J. Dicker
Chief Tax Counsel
Tax Executives Institute, Inc.
Washington, D.C.
Jeffery P. Rasmussen
Tax Counsel
Tax Executives Institute, Inc.
Washington, D.C.
Partnership Taxation: Fundamental Issues & Critical Considerations
February 20-21, 2013
Sheraton San Diego Hotel & Marina | San Diego, California
Make checks payable to Tax Executives Institute. Fee covers course materials and other items specified in course announcement. Applications
will be accepted on a first-come, first-served basis, and must be mailed to Tax Executives Institute, P.O. Box 9407, Uniondale, NY 11555-9407.
Applicants are encouraged to register via www.tei.org. Do not mail applications to TEI’s street address. Credit card registrations may be
faxed—see below. Questions? Call 202.638.5601.
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■ Please check here if you require special accessibility or assistance at this function. We will contact you.
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If faxing your registration using a credit card, please do so between 9:00 am and 4:00 pm ET to ensure confidentiality. Fax number for registrations and cancellations is 202.638.5607.
All cancellations must be made in writing by 4:00 pm ET on February 4, 2013, and will be subject to an administrative service charge of $75 (U.S.); for cancellations
after February 4, 2013 (the date handout materials become available) and before February 13, the charge will be $200 (U.S.). No refunds will be made for cancellations
received after February 13 and for no-shows. Cancellations must be received in writing. Refunds of credit card registrations, less administrative charge, will be made
to credit card account. TEI’s Federal Taxpayer ID Number is 52-0239291.
In accordance with section 274(n) of the Internal Revenue Code, registrants are notified that the portion of the seminar registration fee attributable to food and
beverage is $400 (U.S.).
Tax Executives Institute, Inc.
2013 FTS