Accountancy 654—Seminar in Partnership Taxation
Spring 2014
Nathan Oestreich
SSE 2413
Thursday, 5 :45 – 6 :30 P.M.
Course Outcomes
To access and apply the statutes and regulations related to the taxation of partnerships
(primarily) and S corporations (secondarily).
To evaluate the tax attributes of all business entities and simulate the choice of entity
To investigate other tax planning scenarios and engage in sophisticated tax planning
involving partnerships and S corporations.
Course Materials
Fundamentals of Partnerships and LLCs, and
Fundamentals of S Corporations
CCH (6th Ed.)
Internal Revenue Code of 1986 (Current)--Complete Subchapter K
Income Tax Regulations (Ready Access)
Assigned cases and rulings
The Code, regulations, etc., can be acessed on-line using student accounts or by purchasing
a CD based database. Two publishers of these databases are Tax Analysts and Kleinrocks.
These and other resources can be accessed for educational purposes without charge online
at --Click on Articles and Databases, then RIA.
Course Requirements
In-class groupwork, homework, etc.: 55%
Examination: 45%
Grade Distribution:
A or A- guaranteed: 90% cumulative
B+, B or B- guaranteed: 80%
C+, C or C- guaranteed: 70%
The SDSU Standards for Student Conduct (
states that unacceptable student behavior includes “cheating, plagiarism, or other forms of
academic dishonesty that are intended to gain unfair academic advantage.” Unprofessional
conduct adversely impacts your fellow students, the accounting faculty, the Charles W.
Lamden School of Accountancy, SDSU, and the accounting profession. The Charles W.
Lamden School of Accountancy takes academic honesty very seriously and vigorously
enforces university policy related to any such infractions. Any student suspected of
academic dishonesty will be reported to the SDSU Center for Student Rights and
Responsibilities; if found responsible, the student will be assigned a grade of zero on the
January 23
Course overview; Overview of Subchapters K and S and other
entity related provisions.
January 30
Partner’s Basis in a Partnership Interest
IRC § 705
Effect of Partnership Liabilities on Basis
IRC § 752
Allocation of Partnership Liabilities
Reg. §§ 1.752-1 to 1.752-5 (1991)
February 6
Receipt of Partnership Interests for Property
IRC § 721-725
Receipt of Partnership Interests for Services
Rev. Proc. 93-27
Sol Diamond, 56 TC 530 (1971), aff’d 492 F2d 286 (CA-7, 1974)+
Campbell, 59 TCM 236 (1990), rev’d 943 F2d 815 (CA-8, 1991)+
February 13
Partnership Operations--Tax Accounting
IRC §§ 701, 702, 703, 704(d), 706, and 709
Limitations on Tax Shelter Activities—At-risk, Passive Activity
Loss Limitations, Etc.
IRC §§ 465 and 469
Orrisch, 55 TC 395 (1974) +
February 20
Partnership Allocations [Tentatively Distance]
IRC § 704
Reg. §§ 1.704-1 (1994), 1.704-2 (1992),
1.704-3 (1994), 1.704-4 (1995)
Allocations Related to Ownership Shifts
IRC §§ 706 (c) & (d) and 708
Richardson, 76 TC 512 (1981)
Partnership Terminations
IRC § 708
February 27
More on Special Allocations
March 6
Partner-Partnership Transactions
IRC § 707; Reg. §§ 1.707-0 to 1.707-9
Family Partnerships
IRC § 704(e)
Dispositions of Partnership Interests
IRC §§ 741 - 742
Dispositions of Collapsible Partnerships
IRC § 751(a), (c), (d), and (e); Reg. § 751-1, except (b)
Basis Adjustments on Transfers
IRC §§ 743(b), and 754; Reg. § 743-1
March 13
Distributions in General [Tentatively Distance]
IRC §§ 731 - 733
Post-Distribution Effects to Partner
IRC § 735
March 20
Exam ; After-exam exercises
March 27
Disproportionate Distributions of §751 Property
IRC § 751(b); Reg. § 751-1(b)
April 3
Spring break
April 10
Basis Adjustments on Certain Distributions
IRC § 734(b)
Mandatory Adjustments--Transferee Partners
IRC § 732(d)
Retirement Distributions
IRC § 736; Reg. § 736-1
Subchapter K Anti-Abuse Rules
Reg. § 701-2 (1995)
Check-the-Box Regulations
Death of a Partner
April 17
Introduction to S corporations
April 24 May 8
Subchapter S Corporations
Selected specific provisions
Catch-up, review, additional topics
Comprehensive Case
Exam 2
Landmark cases cited for historical v