82nd Institute on Federal Taxation 2023 (presented by NYU School of Professional Studies) [Day 6]

John P. Gimigliano, Esq.
Sara G. Neill, Esq.
Daniel N. Price, Esq.
Mary B. Hevener, Esq.
Rosina B. Barker, Esq.
AnnaLou Tirol, Esq.
Michael Karlin, Esq.
Thomas Giordano-Lascari, Esq.
Joshua Odintz, Esq.
William B. Sherman, Esq.
Sam K. Kaywood, Esq.
Lori Hellkamp, Esq.
Samuel T. Greenberg, Esq.
Andrew T. Davis Esq.
Karen Gilbreath Sowell, Esq.
Jodi J. Schwartz, Esq.
Lulu Ma, Esq.
Pamela Lawrence Endreny, Esq.
Pardis Zomorodi, Esq.
Devon M. Bodah, Esq.
Amie Colwell Breslow, Esq.
Alexander Lee, Esq.
Anne Kim, Esq.
Sarah Haradon, Esq.
Jason D. Dexter, Esq.
Andrea M. Whiteway, Esq.
Jeffrey G. Davis, Esq.
Robert D. Schachat, Esq.
Anne Andrews
Peter J. Genz, Esq.
Bryan A. Rimmke, Esq.
Charles Kaufman, Esq.
Steven R. Schneider, Esq.
Brian J. O'connor, Esq.
Glenn M. Johnson, Esq.
Kate Abdoo, Esq.
Larry J. Brant, Esq.
Terence Floyd Cuff, Esq.
Ronald A. Levitt, Esq.
Stephen R. Looney, Esq.
Stephen M. Breitstone, Esq.
Jerome M. Hesch, Esq.
Ellen P. Aprill, Esq.
Jerald David August, Esq.
C. Wells Hall, III, Esq.
Michel R. Stein, Esq.
Andrew M. Katzenstein, Esq.
Conrad Teitell, Esq.
Heather M. Oboda, Cpa
Abigail Rosen Earthman, Esq.
Lawrence Brody, Esq.
John W. Porter, Esq.
John P. Gimigliano, Esq. | KPMG LLP
Sara G. Neill, Esq. | Capes Sokol
Daniel N. Price, Esq. | Law Offices Of Daniel N. Price
Mary B. Hevener, Esq. | Morgan, Lewis & Bockius
Rosina B. Barker, Esq. | Morgan, Lewis & Bockius
AnnaLou Tirol, Esq. | O'melveny & Myers
Michael Karlin, Esq. | Karlin & Peebles
Thomas Giordano-Lascari, Esq. | Greenberg Glusker
Joshua Odintz, Esq. | Holland & Knight
William B. Sherman, Esq. | Holland & Knight
Sam K. Kaywood, Esq. | Alston & Bird
Lori Hellkamp, Esq. | Jones Day
Samuel T. Greenberg, Esq. | Harbor Freight Tools
Andrew T. Davis Esq. | Cravath, Swaine & Moore
Karen Gilbreath Sowell, Esq. | Ernst & Young LLP.
Jodi J. Schwartz, Esq. | Wachtell, Lipton, Rosen, and Katz
Lulu Ma, Esq. | Ernst & Young LLP.
Pamela Lawrence Endreny, Esq. | Gibson, Dunn & Crutcher
Pardis Zomorodi, Esq. | Latham & Watkins
Devon M. Bodah, Esq. | Weil Gotshal & Manges
Amie Colwell Breslow, Esq. | Jones Day
Alexander Lee, Esq. | Cooley
Anne Kim, Esq. | Kirkland & Ellis
Sarah Haradon, Esq. | Office Of Tax Policy, Us Department Of Treasury
Jason D. Dexter, Esq. | Internal Revenue Service
Andrea M. Whiteway, Esq. | Ernst & Young LLP
Jeffrey G. Davis, Esq. | White & Case
Robert D. Schachat, Esq. | BDO USA, LLP.
Anne Andrews | PwC
Peter J. Genz, Esq. | King & Spalding
Bryan A. Rimmke, Esq. | Kpmg
Charles Kaufman, Esq. | Kpmg
Steven R. Schneider, Esq. | Stroock
Brian J. O'connor, Esq. | Venable
Glenn M. Johnson, Esq. | Ernst & Young
Kate Abdoo, Esq. | Washington National Tax, Rsm Us
Larry J. Brant, Esq. | Foster Garvey Pc
Terence Floyd Cuff, Esq. | Loeb & Loeb
Ronald A. Levitt, Esq. | Dentons
Stephen R. Looney, Esq. | Dean Mead
Stephen M. Breitstone, Esq. | Meltzer, Lippe, Goldstein & Breitstone
Jerome M. Hesch, Esq. | Meltzer, Lippe, Goldstein & Breitstone
Ellen P. Aprill, Esq. | LMU Loyola Law School
Jerald David August, Esq. | Fox Rothschild
C. Wells Hall, III, Esq. | Nelson Mullins Riley & Scarborough
Michel R. Stein, Esq. | Hochman Sa/Kin Toscher Perez, Pc
Andrew M. Katzenstein, Esq. | Proskauer Rose
Conrad Teitell, Esq. | Cummings & Lockwood
Heather M. Oboda, Cpa | Citrin Cooperman Advisors
Abigail Rosen Earthman, Esq. | Perkins Coie
Lawrence Brody, Esq. | Harrison
John W. Porter, Esq. | Baker Botts

Live Video-Broadcast: November 12 – November 17, 2023

82nd Institute on Federal Taxation 2023 (presented by NYU School of Professional Studies) [Day 6]
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Program Summary

NYU's Institute on Federal Taxation brings together tax practitioners from around the country to find out about new practices in federal taxation, exchange ideas, and stay on top of the latest tax trends and developments. Learn from America's leading tax experts from the worlds of finance, law, and government as they share their extensive knowledge on such topics as executive compensation and employee benefits, trusts and estates, ethics, partnerships and real estate, corporate taxes, and much more. Stay abreast of everything that's going on in the field by networking with hundreds of taxation professionals. As a premier educational institution, NYU is committed to providing the highest standard of learning for our participants.

The institute is designed for the practitioner who must frequently anticipate and handle federal tax matters. It provides high-level updates, practical advice you can implement, and in-depth analysis of the latest trends and developments from leading experts. Attendees return to work with a wealth of materials, plus the tools and strategies needed to help save their clients' tax dollars and provide them with better service. Just as important, the institute provides the perfect setting to meet practitioners from all around the country it's an opportunity for you to share ideas, exchange views, learn what others are doing, and obtain credit for continuing education.

Key topics to be discussed:

  • Legislative update
  • The treasury agenda
  • From the experts: tax controversy and tax litigation - civil & criminal tax update
  • Back-to-the-office incentives
  • Executive compensation in the cross-hairs: proposals affecting executive compensation
  • The corporate transparency act-dealing with the new world of beneficial ownership and control disclosure
  • Planning for foreign investment in US real estate
  • The revised US foreign tax credit-what once was may no longer be
  • International mergers and acquisitions: US tax considerations and planning techniques
  • Fundamentals of corporate tax
  • S corporations - not so simple in practice
  • Public M&A market update
  • Moore v. United States - the Supreme Court to weigh in on fundamental US tax principles
  • Troubled companies - pitfalls and opportunities
  • Hot topics in corporate tax and innovative transactions
  • Fundamentals of partnership and real estate taxation
  • Hot topics in partnership and real estate taxation: legislative and regulatory developments
  • Planning to utilize the Inflation Reduction Act tax credits
  • Hot like-kind exchange issues
  • Dealer v. Investor: how to identify and why it matters
  • Tax planning for the disposition of partnership interests
  • Partnership capital shifts: how to identify them, how to avoid them
  • Leasing issues in a troubled real estate climate
  • Subchapter S - A discussion of the not-so-obvious
  • Transactional considerations under BBA audit rules
  • Transactions involving self-employment tax issues: how to plan to present your case in the event of IRS challenge
  • Trust basis and promissory notes: the grantor trust in life and at death
  • Choosing among vehicles for charitable giving by high net-worth individuals: what about the private foundation or donor-advised fund?
  • Mergers and acquisitions of closely-held sand c corporations in private equity, up-c, and domestic and cross border spac transactions
  • How far can you go? Ethical and penalty issues in everyday tax practice
  • Current developments in estate planning and taxation
  • Charitable gifts -paying life income, saving taxes and doing good
  • Secure Act and Secure 2.0 - what you need to know to help your clients
  • Blockchain and digital assets 2.0: taxation, reporting, and planning
  • Everything you have wanted to know about life insurance policies, but were afraid to ask
  • The Arthur D. Sederbaum memorial lecture- family limited partnerships and other closely-held entities - the continuing saga

This course is co-sponsored with myLawCLE.

Date / Time: November 12, 2023

  • 1:45 pm – 9:05 pm Eastern
  • 12:45 pm – 8:05 pm Central
  • 11:45 am – 7:05 pm Mountain
  • 10:45 am – 6:05 pm Pacific

Date / Time: November 13, 2023

  • 11:25 am – 9:55 pm Eastern
  • 10:25 am – 8:55 pm Central
  • 9:25 am – 7:55 pm Mountain
  • 8:25 am – 6:55 pm Pacific

Date / Time: November 14, 2023

  • 11:25 am – 9:55 pm Eastern
  • 10:25 am – 8:55 pm Central
  • 9:25 am – 7:55 pm Mountain
  • 8:25 am – 6:55 pm Pacific

Date / Time: November 15, 2023

  • 11:25 am – 8:00 pm Eastern
  • 10:25 am – 7:00 pm Central
  • 9:25 am – 6:00 pm Mountain
  • 8:25 am – 5:00 pm Pacific

Date / Time: November 16, 2023

  • 11:25 am – 9:55 pm Eastern
  • 10:25 am – 8:55 pm Central
  • 9:25 am – 7:55 pm Mountain
  • 8:25 am – 6:55 pm Pacific

Date / Time: November 17, 2023

  • 11:25 am – 7:30 pm Eastern
  • 10:25 am – 6:30 pm Central
  • 9:25 am – 5:30 pm Mountain
  • 8:25 am – 4:30 pm Pacific

Closed-captioning available

Speakers

John P. Gimigliano, Esq._ KPMG LLP._FedBarJohn P. Gimigliano, Esq. | KPMG LLP.

John Gimigliano is Principal-In-Charge, Federal Legislative and Regulatory Services (FLRS) in KPMG’s Washington National Tax Office. The FLRS practice monitors and provides notification about breaking developments in tax legislation or federal tax regulations and provides insight and advice to clients in anticipation of possible legislative or regulatory changes. The FLRS group also assists clients in navigating the legislative and regulatory process, including providing strategic advice.
In nearly 25 years of private practice, Mr. Gimigliano has represented clients in tax matters before Congress, the IRS, the Department of Treasury and other Federal agencies.

Mr. Gimigliano joined KPMG in 2008. Prior to joining KPMG, Mr. Gimigliano was Senior Tax Counsel for the Committee on Ways and Means and Staff Director for the Subcommittee on Select Revenue Measures in the U.S. House of Representatives. Mr. Gimigliano’s principal responsibilities with the Committee focused on issues involving corporate taxation including cost recovery, accounting methods, tax credits, corporate reorganizations, energy, the corporate alternative minimum tax, net operating losses and several other areas.

During his tenure on the Committee, John was involved in the drafting, negotiation and enactment of several pieces of tax legislation, including the Energy Policy Act of 2005, the Tax Increase Prevention and Reconciliation Act (TIPRA), the Katrina Emergency Tax Relief Act of 2005, the Tax Relief and Health Care Act of 2006, the Small Business and Work Opportunity Act of 2007, the Economic Stimulus Act of 2008 and several others.

Publications and Speaking Engagements Mr. Gimigliano is an adjunct professor at the Georgetown University Law Center, where he teaches the course Taxation of Energy Markets in the LL.M. program. He is also a frequent speaker at tax and industry conferences and has been a guest on Bloomberg Television, the Diane Rehm Show, NPR’s Marketplace and cited in the Wall Street Journal, the Financial Times, the New York Times, and the Washington Post on the topics of taxation and tax policy. Mr. Gimigliano has published numerous articles and also provided commentary in CCH’s Law, Explanation and Analysis on the American Recovery and Reinvestment Act of 2009. He also has authored chapters in the treatises Income Taxation of Natural Resources and Los Tributos del Sector Electrico (Taxes of the Electricity Sector).

 

Sara-G.-Neill-Esq._Capes-Sokol-St.-Louis-MO_FedBarSara G. Neill, Esq. | Capes Sokol

The Chair of Capes Sokol’s Tax Controversy and Litigation Practice Group, Sara Neill represents clients in civil and criminal tax disputes and litigation involving the Internal Revenue Service, U.S. Department of Justice and state taxing authorities. Sara was recognized as the St. Louis “Litigation and Controversy—Tax Lawyer of the Year” by Best Lawyers in both 2015 and 2018.

Sara handles federal and state tax audits and administrative appeals, as well as litigation before the U.S. Tax and District Courts. She frequently advises individuals and businesses with sensitive tax problems, such as those who have failed to file returns, underreported their income, neglected to remit trust fund taxes to the Internal Revenue Service, pay significant amounts of tax due, or disclose foreign assets and accounts. She also regularly represents clients in criminal tax investigations and litigation. Sara has defended several lawyers and accountants in IRS preparer/promoter investigations and appeals, as well as criminal tax cases. She frequently advises tax professionals with respect to matters involving Circular 230 and the IRS Office of Professional Responsibility, as well as in ethics and other disciplinary matters involving their professional licensing boards.

In addition to tax matters, Sara represents clients in other white-collar criminal matters involving allegations of financial fraud, including in the healthcare and securities areas.

 

Daniel N. Price, Esq_Law Offices of Daniel N. Price_FedBarDaniel N. Price, Esq. | Law Offices Of Daniel N. Price

Dan’s legal practice focuses on tax and Title 31 (Bank Secrecy Act) controversy matters with the IRS and tax matters before certain state tax authorities. For over nineteen years, Dan served as an attorney for the Office of Chief Counsel of the Internal Revenue Service. As a former trial attorney and manager (supervisory trial attorney) with the Office of Chief Counsel and as a Special Assistant United States Attorney, Dan has had unique experience with tax controversy and tax administration.

Dan’s prior government service included extensive work in the arena of international enforcement and included assisting the IRS in completely revising the Voluntary Disclosure Practice. Dan also worked with the Offshore Voluntary Disclosure Programs, the Streamlined Filing Compliance Procedures, foreign bank account reporting, Bank Secrecy Act investigations, various LB&I compliance campaigns, expatriation issues, international collection of taxes, and much more. Dan served as a Chief Counsel “FBAR Coordinator” reviewing willful FBAR penalty cases proposed by IRS revenue agents. Dan was also part of the Chief Counsel team who met quarterly with the Department of Justice Tax Division on FBAR cases and annually on significant international enforcement matters.

In July of 2014, the Chief Counsel appointed Dan the Managing Counsel of the Austin, Texas, post of duty. Dan also provided countless training sessions to IRS and Chief Counsel personnel across the United States and Puerto Rico and taught as an instructor in Chief Counsel schools such as Discovery School and Advanced Trial Advocacy School. Dan also served as a spokesperson for the IRS, giving presentations in the United States, Mexico, and Canada on international compliance issues. Dan had a truly rare, well-rounded career with the Office of Chief Counsel. He tried many cases as a trial attorney, managed paralegals and attorneys, and departed the government at the end of 2021 as a valued member of the teams overseeing the Voluntary Disclosure Practice, the Streamlined Filing Compliance Procedures, the Relief Procedures for Certain Former Citizens, and other projects with national and international scope.

Beyond Dan’s normal tax practice, he has an active pro bono practice in both tax, immigration asylum, and other matters. Dan spent the year 2022 volunteering his legal services as in-house counsel with a nonprofit. In the tax realm, Dan has represented low-income taxpayers pro bono in Tax Court proceedings and in administrative proceedings including abatement requests of unjustified international information return penalties. Dan taught in a tax webinar on tax compliance issues for refugees; the webinar was tailored to help volunteer tax return preparers assisting asylum seekers. Dan also volunteers as a member of the Form 3520 Task Force of the American Institute of Certified Public Accountants (AICPA).

In immigration asylum matters, Dan has handled defensive asylum claims in Immigration Court removal proceedings and affirmative asylum claims before the U.S.C.I.S. The San Diego Union-Tribune published articles written by the esteemed immigration reporter Kate Morrisey on January 1, 2023, and January 14, 2023, featuring one of Dan’s asylum cases in Immigration Court in San Diego. Ms. Morrisey’s January 14, 2023, article quoted Immigration Court Judge Scott Simpson regarding Dan’s work: “Through the assistance of your attorney, this has been the most well-documented asylum case I have ever seen.”

Dan occasionally writes tax related articles and blog posts including for Tax Notes and Procedurally Taxing. Here’s a link to the Nov./Dec. 2022 issue of the EA Journal which featured Dan’s cover article When Your Client Says, “I’ll Fake a Receipt.”

 

Mary B. Hevener, Esq._ Morgan, Lewis & Bockius_FedBarMary B. Hevener, Esq. | Morgan, Lewis & Bockius

Mary B. “Handy” Hevener helps US and multinational enterprises minimize corporate payroll taxes at both the federal and state levels, and maximize benefits–related tax deductions. She focuses her practice on the tax and information reporting treatment of employee and independent contractor benefits outside qualified retirement plans, including stock options and other stock-based compensation; executive income deferrals; golden parachutes; and fringe benefits that range from health and life insurance, to employee loans, cars, planes, and prizes.

 

Rosina B. Barker_Morgan, Lewis & Bockius LLP_FedBarRosina B. Barker, Esq. | Morgan, Lewis & Bockius

Rosina B. Barker counsels clients on the Employee Retirement Income Security Act (ERISA), tax, and securities law aspects of their employee benefits and executive compensation plans. Her practice ranges from sophisticated defined benefit pension plan matters to complex executive compensation issues.

 

AnnaLou Tirol, Esq. | O’melveny & Myers

AnnaLou Tirol counsels clients on anti-money laundering (AML) and fintech regulatory, compliance, and enforcement issues, drawing on two decades of government experience, most recently as Deputy Director of the US Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN).

Few lawyers share AnnaLou’s deep familiarity with AML laws and regulations. As FinCEN’s Deputy Director, the bureau’s second highest official, AnnaLou oversaw FinCEN’s operations, programs, and policy, including legislative and regulatory matters, public-private partnerships with financial institutions and fintechs, and enforcement and compliance matters related to the Bank Secrecy Act (BSA). Following Congress’ January 2020 enactment of the Anti-Money Laundering Act of 2020, AnnaLou led FinCEN’s implementation of the most significant legislation to modernize the BSA since the USA PATRIOT Act, including the Corporate Transparency Act’s beneficial ownership requirements.

 

Michael Michael J.A. Karlin, Esq_Partner, Karlin & Peebles, Los Angeles, CA_FedBar, Esq. | Karlin & Peebles

Michael Karlin, Partner, is a California attorney and an English solicitor with over 45 years of experience advising clients on the taxation of cross-border transactions and investments.

 

Thomas Giordano-Lascari, Esq. | Greenberg Glusker

Thomas Giordano-Lascari is a Partner in the Private Client Services Group with nearly two decades of experience in advising high-net-worth individuals and closely-held businesses with international income tax and estate planning issues.

Highly regarded for his expertise in representing global families with footprints in multiple jurisdictions, Thomas assists clients in structuring their worldwide assets to maximize family objectives and minimize income and transfer taxes. Thomas frequently aids clients with pre-immigration planning, foreign investments in the United States, U.S. residency planning and management, and expatriation planning. He frequently provides sought-after guidance on foreign trusts to foreign fiduciaries, U.S. beneficiaries, and grantors, addressing compliance obligations and tax consequences.

Thomas is Chair of the Los Angeles Chapter of the Society of Trust & Estate Practitioners (STEP) and is listed in the Private Client Global Elite Directory, a list of elite professionals around the world. He also frequently speaks on international tax legislation and tax strategies relating to foreign trusts, outbound planning, and global intangible low-taxed income (GILTI) inclusions, among other international income tax and estate planning topics.

 

Joshua Odintz, Esq. | Holland & Knight

Joshua D. Odintz is a tax attorney in Holland & Knight’s Washington, D.C., office. Mr. Odintz focuses on tax policy, tax controversy and withholding tax matters. He also advises clients on domestic and international tax controversy matters at all phases, from audit and administrative appeals through litigation.

Mr. Odintz also has experience handling cases involving methods of accounting, transfer pricing, Section 199, research credit, tax accounting, privilege and work product, among others.

Mr. Odintz represents clients before the U.S. Department of the Treasury, Internal Revenue Service (IRS), U.S. Congress and the Organisation for Economic Co-operation and Development (OECD). He assists clients in seeking legislative and regulatory changes to tax laws, as well as monitoring key legislative and regulatory developments. He has successfully worked with clients to obtain changes in U.S. tax reform bills, Section 385 regulations of the Internal Revenue Code (debt/equity rules) and Foreign Account Tax Compliance Act (FATCA) regulations.

 

William-B.-Sherman,-Esq_Holland-&-Knight_FedBarWilliam B. Sherman, Esq. | Holland & Knight

William B. Sherman is a partner in Holland & Knight’s Miami and Fort Lauderdale offices. Mr. Sherman concentrates his practice in the area of domestic and international taxation. He provides sophisticated tax planning for mergers and acquisitions, restructurings, joint ventures and investments for clients in diverse industries, such as private equity, healthcare, hospitality, petrochemicals, aluminum, real estate, transportation, telecommunications, retailing, investment management, pharmaceuticals and numerous others. In addition, Mr. Sherman has experience in a broad range of transactions involving United States investment overseas, foreign investment in the U.S., as well as international, federal, state and local taxation issues involving structuring investment management funds, corporate reorganizations, partnerships, equipment leasing, Subchapter S, executive compensation, stock options, and trusts and estates.

Mr. Sherman is a well known lecturer and chairs the New York University’s Summer Institute in Taxation’s Introductory and Advanced International Tax Seminars and its Institute on Federal Taxation International Tax Program. For 12 years, Mr. Sherman was an adjunct professor of Tax Law at the University of Miami, Graduate Tax Program. He is admitted to practice in New York and Florida and has served on numerous panels with The Florida Bar and the American Bar Association, where he is a past chair of the American Bar Association’s Tax Section Committee on U.S. Activities of Foreigners and Tax Treaties.

 

Sam.-K.-Kaywood-Jr.-Esq_Alston-&-Bird_myLawCLESam K. Kaywood, Esq. | Alston & Bird

Sam Kaywood is a partner in the Federal & International Tax Group and a co-chair of the International Team. Sam concentrates his practice on federal income tax and international tax, including cross-border M&A and joint ventures, as well as in-bound investments into the U.S. Sam has worked on virtually all forms of cross-border investments, with substantial experience in Canada, Europe, China, and Latin America. He is particularly active in structuring investments and acquisitions in Latin America, including Brazil, Mexico, Argentina, and Chile.

Sam is a frequent author and speaker on international tax topics, including those related to Latin America. He has spoken before numerous professional organizations, such as the International Bar Association, International Fiscal Association, American Bar Association Tax Section, Tax Executives Institute, and the Atlanta Tax Forum Georgia Federal Tax Conference and has given speeches in cities across the country and in several foreign countries. Sam is listed in Chambers Global, Chambers USA: America’s Leading Lawyers for Business and in The Best Lawyers in America© for Tax who also named him “Lawyer of the Year” in Tax Law for 2021. He was the chair of the ABA Tax Section Committee on U.S. Activities of Foreigners & Tax Treaties and active with the International Fiscal Association. Sam is an adjunct professor at Emory University School of Law, where he teaches International Tax.

 

Lori Hellcamp, Esq._ Jones Day_FedBarLori Hellkamp, Esq. | Jones Day

Lori Hellkamp provides commercial solutions to complex tax issues by taking a creative and practical approach to problem solving. Her practice spans a broad range of areas, including corporate and international tax, M&A, and tax controversy. Lori’s practice has a particular emphasis on international tax planning, counseling, and compliance as well as tax-efficient structuring for cross-border transactions and investments. Lori has extensive experience helping clients address issues arising from foreign (inbound) investments into the United States and in the fintech and renewable energy sectors. In addition, Lori regularly advises clients on tax and structuring issues related to cryptocurrencies, NFTs (non-fungible tokens), and other digital assets.

Lori has counseled public and private companies facing a wide variety of multijurisdictional tax issues, both internally and before the Internal Revenue Service. She has helped clients obtain favorable private letter rulings and advance pricing agreements, resolve disputes at Appeals and in Competent Authority proceedings, and navigate complex tax treaty, transfer pricing, withholding, FIRPTA (Foreign Investment in Real Property Tax Act), anti-boycott, and U.S. tax reform issues.

Lori is the chair of the ABA Tax Section’s Committee on US Activities of Foreigners & Tax Treaties (USAFTT) and a member of the ABA Tax Section’s task force on cryptocurrency. She is also an active member of the D.C. Bar and frequently speaks and publishes on a variety of tax topics. Lori is a board member of the George Washington University-IRS International Annual Tax Institute and the hiring partner for the Washington Office of Jones Day.

 

Samuel T. Greenberg, Esq._ Harbor Freight Tools_FedBarSamuel T. Greenberg, Esq. | Harbor Freight Tools

Executive Director of Tax and Counsel, Harbor Freight Tools, Calabasas, CA

 

 

Andrew T. Davis Esq._ Cravath, Swaine & Moore_FedBarAndrew T. Davis Esq. | Cravath, Swaine & Moore

Andrew T. Davis focuses his practice on the tax aspects of mergers and acquisitions, including SPAC, spin-off and private equity transactions, as well as securities offerings.

  • Mr. Davis’s notable transactions include representing:
  • Afterpay in its $29 billion acquisition by Block;
  • AP WIP Investments in its $860 million acquisition by Landscape Acquisition;
  • AXA in its $15.3 billion acquisition of XL;
  • BDT in its majority investment in Marquette Transportation;
  • Cable One in the formation of Clearwave Fiber, a joint venture with GTCR, Stephens Capital Partners and The Pritzker Organization;
  • Cano Health shareholders, including members of management, in its $4.4 billion SPAC merger with Jaws Acquisition, which included an $800 million PIPE investment;
  • Deutsche Telekom in its Master Framework Agreement with SoftBank and T-Mobile, pursuant to which DT consented to SoftBank’s sale of T-Mobile shares for approximately $20 billion;
  • FactSet Research Systems in its $1.925 billion acquisition of CUSIP Global Services from S&P Global;
  • GW Pharmaceuticals in its $7.2 billion acquisition by Jazz Pharmaceuticals;
  • Hibu Group in the sale of its U.S. business to H.I.G. Capital;
  • Hudson’s special committee in its sale to Dufry;
  • IBM in its acquisitions of AlchemyAPI and Blue Box Group;
  • Johnson & Johnson in connection with multiple transactions, including the planned separation of its Consumer Health business, its $6.5 billion acquisition of Momenta, Ethicon’s $3.4 billion acquisition of Auris Health, its $30 billion acquisition of Actelion, its ¥230 billion acquisition of Ci:z, the $2.1 billion sale of LifeScan to Platinum Equity and the $2.8 billion sale of its Advanced Sterilization Products business to Fortive;
  • Just Eat Takeaway.com in its $7.3 billion acquisition of Grubhub;
  • Knorr-Bremse in its $149.5 million acquisition of R.H. Sheppard;
    Lindsay Goldberg and its portfolio companies in connection with multiple transactions, including Summit Interconnect in its acquisition of Royal Circuit Solutions, the sale of Pixelle to H.I.G. Capital, the acquisition of a majority interest in Pike and its acquisition of VDM from ThyssenKrupp, as well as Amentum in its $1.9 billion acquisition of PAE and its acquisition of DynCorp International;
  • OLX Group in letgo’s combination with OfferUp of their U.S. businesses and OLX Brazil in its R$2.9 billion acquisition of Grupo ZAP;
  • Pitney Bowes in the sale of Borderfree to Global-e and the $700 million sale of its Software Solutions business to Syncsort;
  • Prosus in its $1.8 billion acquisition of Stack Overflow and its $500 million PIPE investment in connection with Churchill II SPAC’s $1.5 billion merger with Skillsoft and acquisition of Global Knowledge;
  • Richemont in its $1.1 billion PIPE investment in Farfetch, in partnership with Alibaba;
  • Robinhood in its initial public offering;
  • Robotic Research in its $228 million Series A financing round;
  • Scientific Games in the $6.05 billion sale of SG Lottery to Brookfield;
  • SMBC Aviation Capital in its pending $6.7 billion acquisition of Goshawk Aviation;
  • Unilever in its acquisition of OLLY and its $384 million acquisition of TAZO from Starbucks; and
  • Univision in its sale of a majority stake to Searchlight Capital and ForgeLight.

Mr. Davis was named a “Rising Star” by Law360 in 2022, recognizing him as one of five outstanding tax lawyers in the nation under the age of 40, and has been recognized for his work in the tax arena by The Legal 500 US.

Mr. Davis is from Montclair, New Jersey. He received an A.B. summa cum laude from Princeton University in 2010, where he was elected to Phi Beta Kappa, a J.D. from Stanford Law School in 2014, where he was an Articles Editor of the Journal of Law, Business & Finance, and an LL.M. from New York University School of Law in 2020.

Mr. Davis joined Cravath in 2014. Following a one-year clerkship with Hon. Guido Calabresi of the U.S. Court of Appeals for the Second Circuit, he returned to the Firm in 2016 and was elected a partner in 2021.

 

Karen Gilbreath Sowell, Esq._ Ernst & Young LLP._FedBarKaren Gilbreath Sowell, Esq. | Ernst & Young LLP.

Karen is a Principal in Ernst & Young LLP National Tax Department. Based in Washington, D.C., she serves as EY Global Transaction Advisory Leader and Co-leader of the National Tax Mergers and Acquisitions Group. She also served as the US Treasury Department’s Deputy Assistant Secretary for Tax Policy from 2007 to 2009, during the global financial crisis and Associated Tax Legislative Counsel for Tax Policy and Attorney Advisor from 1997-2001. Her primary responsibility for corporate tax legislative and regulatory matters. Karen served as the Chair of the New York State Bar Association Tax Section in 2018.

 

Jodi J. Schwartz, Esq._ Wachtell, Lipton, Rosen, and Katz_FedBarJodi J. Schwartz, Esq. | Wachtell, Lipton, Rosen, and Katz

Jodi J. Schwartz focuses on the tax aspects of corporate transactions, including mergers and acquisitions, joint ventures, spin-offs and financial instruments. Ms. Schwartz has been the principal tax lawyer on numerous domestic and cross-border transactions in a wide range of industries. She was elected partner in 1990.

Ms. Schwartz received her B.S. in Economics magna cum laude from the University of Pennsylvania in 1981, her M.B.A. from the University of Pennsylvania (Wharton School) in 1984, her J.D. magna cum laude from the University of Pennsylvania Law School in 1984 and her LL.M. in taxation from the New York University Law School in 1987.

Ms. Schwartz is recognized as one of the world’s leading lawyers in the field of taxation, including being selected by Chambers Global Guide to the World’s Leading Lawyers, Chambers USA Guide to America’s Leading Lawyers for Business, International Who’s Who of Business Lawyers and as a tax expert by Euromoney Institutional Investor Expert Guides. In addition, she is a member of the Executive Committee and past chair of the Tax Section of the New York State Bar Association and also is a member of the American College of Tax Counsel.

Ms. Schwartz serves as an officer of the UJA-Federation of NY, serves as a member of the Executive Committee and boards of the Jewish Federations of North America, Penn Hillel, The Jewish Board, American Jewish Joint Distribution Committee, and The Steep Rock Association and serves on the Board of Overseers of the University of Pennsylvania Law School and the boards of The Browning School and The Gateway School.

 

Lulu Ma, Esq._ Ernst & Young LLP._FedBarLulu Ma, Esq. | Ernst & Young LLP.

Senior Manager – National Tax M&A Group | International Tax and Transaction Services

 

 

Pamela Lawrence Endreny, Esq. | Gibson, Dunn & Crutcher

Pamela Lawrence Endreny is a partner in the New York office of Gibson, Dunn & Crutcher. Ms. Endreny represents clients in a broad range of U.S. and international tax matters.

Ms. Endreny’s experience includes mergers and acquisitions, spin-offs, joint ventures, financings, restructurings and capital markets transactions. She has obtained private letter rulings from the Internal Revenue Service on tax-free spin-offs and other corporate transactions.
She has been repeatedly selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, and was also named a Tax “MVP” by Law360.

Ms. Endreny is a member of the Executive Committee of the New York State Bar Association Tax Section. She is also a member of the Tax Forum and Private Investment Fund Tax Forum.

 

Pardis Zomorodi, Esq. | Latham & Watkins

Pardis Zomorodi advises US and international public and private companies, including REITs, private equity firms, and investment banks, on tax aspects of complex transactions, including mergers and acquisitions, spin-offs, and joint ventures.

Ms. Zomorodi regularly counsels clients on structuring taxable and tax-free mergers, acquisitions, dispositions, and spin-offs. She draws on considerable experience advising private equity firms, entertainment companies, and strategic buyers and sellers in public and private transactions.

Ms. Zomorodi often advises REITs on the tax aspects of formation transactions, mergers and acquisitions, securities offerings, and ongoing operational matters. She has also helped clients obtain private letter rulings from the IRS on a number of tax matters.

Ms. Zomorodi formerly served as Deputy Office Managing Partner of the firm’s Century City and Los Angeles offices.

 

Devon M. Bodah, Esq. | Weil Gotshal & Manges

Devon advises clients on cross-border mergers, acquisitions, spin-offs, other divisive strategies, restructurings, bankruptcy and non-bankruptcy workouts, the use of net operating losses, foreign tax credits, and other tax attributes, and consolidated return matters.

Prior to joining Weil, Devon was the leader of KPMG’s Global Complex Transactions group. He was also the Principal-in-Charge of the Washington National Tax International M&A Group, and a member of KPMG’s global leadership group for International Tax and Deal Advisory (M&A) Tax. He also was Principal-in-Charge of KPMG’s Latin America Markets Tax practice. Prior to joining KPMG in 2010, he was a partner at another major law firm.

Devon is recognized as a leading lawyer for Tax in the District of Columbia by Chambers USA, where clients note “he is smart, thoughtful, thorough and creative. He has such a breadth of experience that he can lead you through any scenario you find yourself in.” He is recommended for International Tax by Legal 500 US and recognized as an expert in Who’s Who Legal: The International Who’s Who of Corporate Tax and as a “Bankruptcy Tax Specialist” by Turnarounds & Workouts magazine. Devon is recognized as a “Highly Regarded” lawyer for Transactional Tax in the U.S. and a “Tax Leading Advisor” in D.C. by International Tax Review’s World Tax and named among Lawdragon’s “500 Leading Dealmakers in America” list. Devon is also recognized as a “Best Lawyer” for Tax Law in Washington, D.C. by Best Lawyers in America. He was also included among the 2021 “Top Tax Lawyers in North America” by MergerLinks.

Devon frequently speaks on related subjects for groups including the Practicising Law Institute, International Fiscal Association, DC Bar, Tax Executives Institute, the American Bar Association, the American Institute of Certified Public Accountants, Fundaçao Brasileira de Contabilidade and the Latin Lawyer. He has been an adjunct professor at George Mason University School of Law, and formerly was a member of the Dean’s Advisory Board for the University of Detroit School of Law.

 

Amie Colwell , Esq. | Jones Day

Amie Colwell Breslow practices across a broad range of U.S. federal tax matters, including cross-border mergers, acquisitions, spin-offs, and other divisive strategies and restructurings, and certain specialized tax issues, such as blockchain and digital assets including conducting digital currency transactions and conversions, token offerings, and different investment and entity structures. She has extensive experience working with large multinational companies on managing and executing complex, multi-step reorganizations and divestures, developing workable policies at an industry-wide level in response to global economic policy initiatives and changes in foreign tax and corporate law. As a former in-house tax counsel and government attorney, Amie blends substantive tax knowledge with an understanding of corporate objectives and first-hand insights on the guidance and publications process.

 

Alexander Lee, Esq._ Cooley_FedBarAlexander Lee, Esq. | Cooley

Alexander Lee is the youngest practitioner to be recognized by Chambers Global and the Legal 500 International as one of the Nation’s top 20 leading experts in International Tax (and one of the only two under the age of 50). He is described by clients as “very detailed in his descriptions and his explanations, very thorough, he anticipates the types of issues we need to be aware of.” In addition, Alexander is one of the youngest practitioners to be recognized as an expert in domestic corporate taxation by Chambers USA and Legal 500 USA (one of the few practitioners in the country that is ranked in both international taxation and domestic corporate taxation by these publications).

With a focus on domestic and international transactional tax matters, Alexander concentrates his practice on public and private mergers and acquisitions, lending and finance and capital markets, with an emphasis on cross-border transactions and corporate transactions involving Asian clients. Alexander has experience dealing with large multinational corporations and emerging technology companies in a broad range of corporate and tax issues. Alexander frequently speaks on domestic and international corporate and tax matters for numerous academic and professional organizations, including the American Management Association, the New York University Tax Institute and the University of Southern California Tax Institute. Alexander is an adjunct professor at Loyola Law School where he teaches international taxation and advanced corporate taxation.

 

Anne Kim, Esq._ Kirkland & Ellis_FedBarAnne Kim, Esq. | Kirkland & Ellis

Anne Kim is a tax partner in the Los Angeles office of Kirkland & Ellis LLP. Anne has a broad-based practice and handles a wide range of complex transactions, advising private equity funds, public and private companies and publicly traded partnerships on the tax aspects of mergers and acquisitions, divestitures, spin-offs, cross-border transactions, formation of joint ventures and capital markets and debt financings. Anne has been recognized for her work in tax by Chambers USA every year since 2014.

 

Sarah Haradon_US Department of the Treasury, Washington, DC_FedBarSarah Haradon, Esq. | Office Of Tax Policy, Us Department Of Treasury

Attorney-Advisor, Office Of Tax Policy, Us Department Of Treasury, Washington, Dc

 

Jason D. Dexter, Esq. | Internal Revenue Service

Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries)

 

 

Andrea M. Whiteway, Esq. | Ernst & Young LLP

Over 28 years of substantial experience in sophisticated tax planning involving the use of partnerships, including in the dispositions and acquisitions of real estate and operating businesses, complex partnership transactions, real estate investment trust (REIT) tax status and tax structured dispositions of real estate involving REITs, corporate acquisitions and mergers, corporations and structuring private REITs. She has extensive experience advising clients on bankruptcy related tax issues, workouts and restructurings. Significant planning in the hospitality space, tax planning for condo conversion, multi-use ground up development joint venture projects and tax-efficient dispositions of real estate.

 

Jeffrey G. Davis_White & Case_FedBarJeffrey G. Davis, Esq. | White & Case

Jeff Davis is a partner in the Tax practice in White & Case’s Washington DC office. He advises clients on a wide range of US federal income tax matters, with an emphasis on project finance, development and energy transactions.

Jeff has a particular focus on transactions involving renewable energy projects, including tax equity financings (such as flip partnerships and leases), mergers and acquisitions (including portfolios), backleverage financings, tax credits (including the production tax credit provided under IRC section 45, the investment tax credit provided under IRC section 48, and credits for electric vehicles under IRC sections 30D and 45W) and other incentives such as depreciation. He has experience with a wide range of renewable energy resources, including wind, solar, fuel cells, geothermal, hydroelectric, biomass and refined coal.

In addition, Jeff represents clients in matters before the US Department of the Treasury and the Internal Revenue Service, including assisting with applications for private letter rulings and requests for published guidance. He frequently speaks at conferences on topics of interest to the renewable energy industry. He also has served as an adjunct professor in the graduate tax program at Georgetown University Law Center.

Jeff was named to A Word About Wind’s “Legal Power List 2022”, which is the 100 most influential lawyers working on the financial side of the wind industry. He has been ranked by Chambers USA and Chambers Global in 2019-2022 in Projects: Renewables & Alternative Energy. Chambers stated that he is “‘[V]ery diligent and experienced’ in the renewables sector . . . [and] known for his expertise in tax equity matters”. Chambers also noted that “He’s very thorough and very knowledgeable on all aspects of tax” and “He is very detail-oriented and very careful in his analysis.” And that “He is super technical”. In December 2022, Jeff was recognized by Northern Virginia Magazine as a Top Lawyer (Tax Law). In December 2018, for the second year in a row, Washingtonian Magazine named Jeff a Top Lawyer (Tax).

 

Robert D. Schachat, Esq_BDO USA_FedBarRobert D. Schachat, Esq. | BDO USA, LLP.

Bob has more than 40 years’ experience advising clients in all federal income tax aspects of real estate, including REIT, partnership, limited liability company and S corporation formations, acquisitions, like-kind exchanges, development, leases, financings, workouts, dispositions and liquidations. He has also advised clients on a regular basis in monitoring federal legislative and regulatory activity in the real estate area.

Bob joined BDO in 2021 after 23 years in the National Tax Real Estate Group of a big four accounting firm and 12 years as a partner in a Manhattan law firm practicing in the taxation of real estate. Bob has published many articles and lectures frequently at many real estate industry and tax conferences. He is co-author with Jim Lowy of the CCH treatise, Taxation of REITs and UPREITs.

Bob has served as Chair of the Real Estate Committee of the ABA Section of Taxation, Vice Chair of the Tax Policy Advisory Committee of the Real Estate Roundtable and co-chair of the Cost Recovery Committee and as a member of the Executive Committee of the NYSBA Tax Section, and he continues to serve as a member of the Government Relations and Real Estate Committees of the ABA Section of Taxation.

 

Anne Andrews_ PwC_FedBarAnne Andrews | PwC

Partner, PwC, San Jose, CA

 

 

Peter J. Genz, Esq. | King & Spalding

 

 

 

Bryan A. Rimmke, Esq. | Kpmg

Bryan Rimmke is a Principal in the Washington National Tax’s Passthroughs group at KPMG. Bryan previously worked as an attorney-advisor at the U.S. Department of the Treasury’s Office of Tax Policy. In this capacity, he developed guidance on the domestic partnership tax aspects of the TCJA and the CARES Act. Specifically, he oversaw the partnership tax aspects of several regulations including sections 163(j), 168(k), 1061, and 1400Z-2. Prior to his tenure at the Treasury Department, Bryan worked in the national tax practice at another big four accounting firm and as an attorney at the IRS Office of Chief Counsel.

Bryan is an adjunct professor at Georgetown University Law Center where he teaches a class in advanced partnership taxation. He earned his BA from Hope College, a JD from Michigan State University College of Law, and an LLM from Georgetown University Law Center.

 

Charles Kaufman, Esq | Kpmg

Charles Kaufman focuses on transactions involving the taxation of partnerships, real estate investment trusts, and other passthrough entities. He advises private equity funds and tax-exempt entities on their investment activities and has experience advising both the sponsors of, and investors in, all types of private investment vehicles.

Charles has advised clients with respect to numerous real estate transactions, corporate joint ventures, project finance transactions, securitization transactions, partnership restructurings and workouts, and cross-border financings and investments. In addition, he advises financial institutions in structuring and implementing structured financing and derivatives transactions.

Before joining KPMG, Charles was a tax associate at Dewey & LeBoeuf LLP. His practice focused on financial products, cross-border financing transactions, derivatives, capital markets transactions and corporate transactions.

Charles has an LLM degree in taxation from the New York University School of Law, a JD degree from Columbia Law School, and a BA degree in economics form the City University of New York at Queens College.

 

Steven-R.-Schneider_Stroock-&-Stroock-&-Lavan-LLP_myLawCLESteven R. Schneider, Esq. | Stroock

Steven is a nationally recognized tax lawyer who focuses his practice on transactional, controversy and tax policy matters. He has significant tax experience in mergers & acquisitions, private equity and real estate funds, qualified opportunity zone funds, bioscience, cross-border tax, partnerships, real estate, REITs, international investors (including sovereigns), and S corporations.

He started his career as a lawyer in the IRS’ national office and has had many years of national-level law firm and Big-4 accounting firm experience. Mr. Schneider also previously chaired the ABA Partnership Tax Committee. He has been teaching an advanced tax course on drafting partnership and LLC agreements at Georgetown University Law Center since 2005, is a regular speaker at national tax venues, and has published numerous articles.

 

Brian J. O’connor, Esq. | Venable

Brian O’Connor is co-chair of Venable’s Transactional Tax Group. Brian provides sophisticated tax and business advice to publicly traded and closely held businesses and their owners. His practice focuses on foreign and domestic tax matters for partnerships, limited liability companies, joint ventures, both C and S corporations, real estate investment trusts (REITs), and regulated investment companies (RICs). He is also regularly consulted by wealthy individuals and entrepreneurs on federal and state income tax matters and federal estate and gift tax issues.

 

Glenn M. Johnson, Esq_Ernst & Young_FedBarGlenn M. Johnson, Esq. | Ernst & Young

Glenn is a Principal in Ernst & Young LLP’s US National Tax Department. Glenn leads the US PPP Infrastructure Tax Practice and is the Director of the Leasing Tax Services. Glenn is experienced in planning leasing and other asset-based structured transactions. Also, Glenn has provided US tax services with respect to many infrastructure projects where he advises on a wide range of tax issues to both developers and owners. In addition, Glenn has worked with domestic and foreign manufacturers in establishing and operating captive leasing and finance companies. Further, Glenn has significant experience concerning deferred like-kind exchange transactions where he advises on a wide range of tax and operational issues.

Glenn, who joined Ernst & Young in 1998, earned his LL.M. in Taxation from Georgetown University Law School; his J.D., with honors, from Boston University School of Law; and his B.A. in Economics from Wesleyan University. Glenn also is active in a number of civic and charitable organizations.

Glenn currently is and has been a member of the Equipment Leasing and Finance Association Federal Tax Committee for over 13 years. Glenn is the former American Bar Association Chair of the Capital Recovery and Leasing sub-committee. Glenn is a member of EY’s Federal Income Tax Committee and leads EY’s Infrastructure Tax Committee.

 

Kate Abdoo, Esq. | Washington National Tax, Rsm Us

 

 

 

Larry-J.-Brant,-Esq_Foster-Garvey-PC_FedBarLarry J. Brant, Esq. | Foster Garvey Pc

Larry is Chair of the Foster Garvey Tax & Benefits practice group. His practice focuses on assisting public and private companies, partnerships, and high-net-worth individuals with tax planning and advice, tax controversy, and business transactions. He regularly advises clients in entity selection and formation, structuring mergers and acquisitions, joint ventures and other business transactions.

Larry represents a number of professional services clients in accounting, law, healthcare, behavioral health, dentistry, engineering and architecture. Additionally, he represents a large array of clients straddling several industries, including logistics, manufacturing, high tech, recycling, construction, real estate and maritime.

Larry is a past Chair of the Oregon State Bar Taxation Section. He was the long term Chair of the Oregon Tax Institute and is currently a member of the Board of Directors of the Portland Tax Forum. Larry is an Expert Contributor to Thomson Reuters Checkpoint Catalyst. He is a Fellow in the American College of Tax Counsel.

Larry publishes articles on numerous income tax issues, including Taxation of S Corporations, Reasonable Compensation, Circular 230, Worker Classification, § 1031 Exchanges, Choice of Entity, Entity Tax Classification, and State and Local Taxation. In addition, he regularly speaks at national, regional and local tax institutes, including the NYU Tax Institute, the Florida Tax Institute, the NYU Tax Conferences in July, the Portland Tax Forum, the OSCPA Annual State and Local Tax Conference, the OSCPA Annual Real Estate Conference, the OSCPA Annual Forest Products Conference, the IRS Tax Practitioners Forum, the Northwest Federal Tax Conference and the Oregon Tax Institute.

Larry was the 2015 Recipient of the Oregon State Bar Tax Section Award of Merit, recognizing him for professionalism, reputation, leadership, and service to the tax community and the community at large. He is the Editor and an author for Larry’s Tax Law, a blog dedicated to providing technical support to tax and accounting professionals.

 

Terence-Floyd-Cuff,-Esq_Loeb-&-Loeb_FedBarTerence Floyd Cuff, Esq. | Loeb & Loeb

Terry Cuff has more than 44 years of experience in the areas of partnership taxation, real estate taxation, and taxation of real estate investment trusts. Terry is also the author of a treatise on tax problems related to drafting partnership agreements, partnership tax, and related issues, Drafting and Understanding Partnership and LLC Allocation and Distribution Provisions, 2022 ed. (Thomson Reuters). Additionally, Terry is experienced in utilizing Excel to solve advanced tax and finance problems.

 

Ronald A. Levitt, Esq. | Dentons

Ronald Levitt is a shareholder in Dentons Sirote’s Birmingham, Alabama office, where he is a member of the Tax practice group and leads the Dentons Sirote Conservation Easement team. His practice focuses on federal and state controversy matters, including planning and defending conservation easements. Additionally, his practice focuses on business and tax planning, particularly for closely-held and family-owned businesses. Specifically, he counsels clients in business, succession, estate, and charitable deduction planning; entity formation; representation of S corporations, limited liability companies, and other flow-through entities; mergers and acquisitions; purchases and sales of businesses; and healthcare law by representing physician practices. Ronald frequently speaks at numerous tax clinics, conferences, forums, institutes, programs, seminars, and societies across the nation.

 

Stephen-R.-Looney,-Esq_Dean-Mead_FedBarStephen R. Looney, Esq. | Dean Mead

Steve Looney is the Chair of the firm’s Corporate and Tax Department. He represents clients in a variety of business and tax matters including entity formation (S and C corporations, partnerships, and LLCs), acquisitions, dispositions, redemptions, liquidations, reorganizations, tax-free exchanges of real estate and tax controversies. His clients include closely held businesses, with an emphasis on medical and other professional practices. He is a former Chair of the S Corporations Committee of the American Bar Association’s Tax Section. He is Board Certified in Tax Law by The Florida Bar, as well as being a Certified Public Accountant (CPA). Most recently, Best Lawyers in America has named Mr. Looney as the 2020 Orlando Lawyer of the Year in Tax Law.

 

Stephen-M.-Breitstone_Meltzer-Lippe_myLawCLEStephen M. Breitstone, Esq. | Meltzer, Lippe, Goldstein & Breitstone

Stephen M. Breitstone is Chair of the firm’s Private Wealth and Taxation Practice Group. His approach combines business planning and income, estate and gift tax planning with a special emphasis on real estate. His clients include domestic and international real estate owners and developers, closely held businesses, public companies, private equity funds, trusts and estates, and charitable organizations. His combination of skills as a transactional and income tax attorney and as an estate planner enables him to effectively advise clients on their individual needs and those of their businesses.

He frequently serves as general counsel and financial and business advisor to several of his clients and has been an expert witness in litigation over Section 1031 exchange transactions. He has been an adjunct professor, teaching Tax and Business Planning for Real Estate Transactions and Taxation of Partnerships at Cardozo Law School and is a Fellow of both the American College of Trusts and Estates Council (“ACTEC”) and the American College of Tax Council (“ACTC”). He is currently a co-chair of ABA’s Sales, Exchange and Basis Committee (“SEB”) and a Fellow of the American Bar Foundation.

He has presented papers at the NYU Institute on Federal Taxation, Practicing Law Institute, Notre Dame Tax and Estate Planning Institute, Bloomberg BNA Tax Management, National Multi-Housing Conference, Jeremiah Long Section 1031 Conference, Federation of (1031) Exchange Accommodators, etc.

His style of practice is personal, not institutional; and his clients’ goals and objectives are his priority. He has been interviewed on tax and financial topics by local and national media, including CBS, ABC, Fox, Fox Business News, The New York Times, the Wall Street Journal, and Bloomberg, among others. Stephen also is a Member of the Member of the National Dance Institute Board and co-chair of its Finance Committee.

 

Jerome-M.-Hesch,-Esq_Meltzer,-Lippe,-Goldstein-&-Breitstone_FedBarJerome M. Hesch, Esq. | Meltzer, Lippe, Goldstein & Breitstone

Jerome M. Hesch is Counsel to the firm’s Business & Real Estate Taxation, Trusts & Estates, Tax Exempt Organizations and Private Wealth & Taxation Practice Groups. Prior to joining the firm, Jerry served as an income tax and estate planning consultant for lawyers and other tax planning professionals throughout the country. Jerry was a consultant for Meltzer, Lippe, Goldstein & Breitstone, LLP, Dorot & Bensimon PL, Jeffrey M. Verdon Law Group and Oshins & Associates LLC.

Jerry is the Director of the Notre Dame Tax and Estate Planning Institute, scheduled this year for November 10-11, 2022, and is on the Tax Management Advisory Board. Additionally, Jerry is a Fellow of the American College of Trusts and Estates Council and the American College of Tax Council. He is also a member of the NAEPC Estate Planning Hall of Fame. He has published numerous articles, Tax Management Portfolios, and co-authored a law school casebook on federal income taxation, now in its fourth edition. Jerry presented papers for the University of Miami Heckerling Institute on Estate Planning, the University of Southern California Tax Institute, the Southern Federal Tax Conference and the New York University Institute on Federal Taxation, among others. He has participated in several bar association projects, including the Drafting Committee for the Revised Uniform Partnership Act.

He was with the Office of Chief Counsel, Internal Revenue Service (1970-1975) and was a full-time law professor at the University of Miami School of Law and the Albany Law School of Union University for twenty years. He continues to teach courses as an adjunct law professor and has taught courses for Vanderbilt University Law School, University of Miami School of Law Graduate Program in Estate Planning, University of Buffalo School of Law, Florida International School of Law, On-Line LL.M. Programs for University of San Francisco Law School and Boston University School of Law. In addition, he was the Director of the Graduate Program in Estate Planning at the University of Miami from 1982-1992.

 

Ellen P. Aprill, Esq. | LMU Loyola Law School

While in law school, Ellen Aprill was articles editor of the Georgetown Law Journal. Following graduation, she served as law clerk to the Honorable John Butzner of the United States Court of Appeals for the Fourth Circuit, and to the Honorable Byron R. White, associate justice, United States Supreme Court. She then practiced for several years with the law firm of Munger, Tolles & Olson in Los Angeles. Before joining the Loyola faculty, Aprill served for two years in the Office of Tax Policy in the United States Department of the Treasury in Washington, DC. She has been a member of the Loyola Law School faculty since 1989.

 

Jerald David August, Esq._ Fox Rothschild_FedBarJerald David August, Esq. | Fox Rothschild

Jerry is Co-Chair of the firm’s International Taxation & Wealth Planning Practice Group and a nationally recognized tax lawyer who advises clients on income tax matters, including foreign taxation of U.S. businesses and U.S. taxation of foreign businesses and investors.

He is frequently referred matters from outside law and accounting firms on choice of entity issues related to domestic or foreign business operations, structuring as well as assisting in the negotiation of mergers and acquisitions, both taxable and non-taxable, joint ventures, financings, workouts and recapitalizations. He has advised domestic and foreign public and private business entities, including private equity firms and hedge funds. Jerry also advises clients on tax and related matters as well as on tax disclosures required for SEC filings, IPOs and reserves for contingent tax liabilities. His legal representation extends to the domestic and international wealth planning areas, where he represents high net worth individuals, including non-residents, as well as non-citizen residents of the U.S., on both U.S. and foreign income and wealth tax matters.

Jerry regularly represents clients before the Internal Revenue Service, including trials before the U.S. Tax Court, the Court of Federal Claims, federal district courts and the Eleventh Circuit Court of Appeals, on a variety of tax matters. He has also represented taxpayers in both income and estate tax cases at the state level. Taxpayers also rely on his counsel for potential criminal tax investigation arising out of an audit or referral to the Criminal Investigation Division of the IRS. Notably, Jerry represented the Tax Section of the Florida Bar in filing an amicus curiae brief before the U.S. Supreme Court in a landmark tax case, Commissioner v. Estate of Hubert, 520 U. S. 93 (1997).

 

C. Wells Hall, III, Esq._ Nelson Mullins Riley & Scarborough_FedBarC. Wells Hall, III, Esq. | Nelson Mullins Riley & Scarborough

Wells advises clients on the federal, state, and multi-state tax aspects of acquisitions, reorganizations, restructuring of business entities, and private equity transactions, and estate and gift tax planning in connection with such transactions.

 

Michel-R.-Stein_Hochman-Salkin-Toscher-Perez-PC_myLawCLEMichel R. Stein, Esq. | Hochman Sa/Kin Toscher Perez, Pc

MICHEL R. STEIN is a principal at Hochman Salkin Toscher Perez, specializing in tax controversies, as well as tax planning for individuals, businesses and corporations. For more than 25 years, he has represented individuals with sensitive issue civil tax examinations where substantial penalty issues may arise, and extensively advised individuals on foreign and domestic voluntary disclosures regarding foreign account and asset compliance matters.

Mr. Stein is well respected for his expertise and judgment in handling matters arising from the U.S. Government’s ongoing enforcement efforts regarding undeclared interests in foreign financial accounts and assets, including various methods of participating in a timely voluntary disclosure to minimize potential exposure to civil tax penalties and avoiding a criminal tax prosecution referral. He has assisted hundreds of individuals who have come into compliance with their foreign reporting requirements through the OVDP, Streamline or otherwise.

Throughout his career, Mr. Stein has represented thousands of individual, business and corporate taxpayers involved in civil examinations and administrative appeals, tax collection matters as well as with possible assertions of fraudulent conduct and in defending criminal tax investigations and prosecutions at every administrative level within the IRS. He has litigated tax cases in the U.S. Tax Court, the U.S. District Court, and various U.S. Circuit Courts of Appeal. He continues to provide tax advice to taxpayer’s and their advisors around the world.

Mr. Stein is a frequent lecturer at national and regional conferences on topics including tax compliance sensitive issues, IRS examinations, State and Federal worker classification issues, etc. Mr. Stein received his LL.M. in Taxation from the NYU School of Law and graduated from the University of California, Hastings College of the Law. He gained further expertise as Attorney-Adviser to the Honorable Judge Larry L. Nameroff of the U.S. Tax Court. He is a Certified Specialist in Taxation Law by the State Bar of California, Board of Legal Specialization.

 

Andrew M. Katzenstein, Esq. | Proskauer Rose

Andrew M. Katzenstein is a partner in the Private Client Services Department where he assists high net worth individuals, companies and charitable organizations with all aspects of tax and estate planning. He focuses his practice on tax planning matters, which include estate, gift and generation-skipping tax planning, as well as income tax of trust planning, probate and trust administration matters, resolving disputes between fiduciaries and beneficiaries, and charitable planning.

Chambers USA consistently ranks Andy among the leading tax attorneys in the country, and highly regards his estate planning expertise in advising wealthy individuals and charitable organizations on a range of matters, including tax planning, trust administration and philanthropic giving. A client is quoted as saying, “He’s extraordinarily knowledgeable and creative. He’s one of the smartest estate planners in the US and I learn a lot from him. He’s a pleasure to work with – he gets very deeply engaged with his clients and he gets to the point very quickly in a friendly and professional way. He makes clients comfortable that they’re with the best planner around. He delivers quickly and efficiently and he has outstanding technical skills – 11/10.”

Andy is a much sought-after speaker on estate planning and probate issues and has appeared on CBS’ 48 Hours Mystery, NPR, and served as host of KFNX’s weekly radio talk show “Principal of the Matter,” which addressed a variety of trust and estate planning topics. He has published numerous articles in Estate Planning Magazine, the Journal of Taxation, Taxes Magazine and Major Tax Planning, and was one of the principal contributors to the probate treatise “Marshall and Garb on Probate.”

A frequent lecturer on a variety of estate planning and tax related topics, appearing annually before the Los Angeles County, Beverly Hills and California State Bar Associations, Andy also has participated in the prestigious USC Tax Institute, the USC Probate and Trust Law Conference, has lectured in Europe, Canada and across the United States and is a featured speaker at the CalCPA Education Foundation Annual Conference on seminars in estate planning. Andy has taught estate and gift tax law at USC Law School since 2009 and previously taught estate tax at UCLA Law School for 18 years. He has also taught estate planning and advanced estate planning in the Graduate Tax Program at the University of San Diego and at Golden Gate University. Andy currently teaches Estate and Gift Tax in the LLM program at the UC Irvine School of Law.

 

Conrad Teitell, Esq. | Cummings & Lockwood

Conrad Teitell is a Principal in Cummings & Lockwood’s Private Clients Group and is based in the Stamford office.

Through his law practice, lectures, publications, columns and congressional activities, Conrad strives to help charitable organizations receive and donors make taxwise charitable gifts that take into account their entire estate plan for themselves and their families. He is also frequently called upon to help clients patch-up plans that have gone awry.

He has been an adjunct law professor at the University of Miami School of Law (Graduate LL.M. program in Estate Planning) since 1980 and has lectured nationwide at over 800 programs sponsored by bar associations, estate planning councils, colleges, universities, law schools and other organizations.

Conrad was the on-air tax adviser for the PBS series On the Money, has done six PBS television specials on taxes and estate planning, and taught public speaking on a six-part PBS series. He has been a commentator on National Public Radio’s Marketplace.

 

Heather M. Oboda, Cpa | Citrin Cooperman Advisors

Heather Oboda is a tax partner with nearly two decades of experience in public accounting. With a focus in trust and estates, Heather provides tax, financial, estate, and succession planning. She specializes in coordinating family group returns, including their entities, trusts, and private foundations, in addition to their personal returns. Her clients include trusts and estates, high net worth individuals, closely-held businesses. She is an active member of the firm’s Trusts and Estates Practice.

Heather has a well-rounded background due to her experience working at firms that has exposed her to all aspects of engagements, including bookkeeping and attest work (401k and not-for-profit audits). She has significant tax experience, working with corporate, partnership, S-Corp, trusts, and individual returns, awarding her with an in-depth understanding of the engagement and her client’s transactions.

Heather began her career in public accounting in 2000 and has hit the ground running since. Prior to joining Citrin Cooperman, she was with EZKR, a portion of which joined Citrin Cooperman in 2011.

 

Abigail Rosen Earthman, Esq. | Perkins Coie

Litigator Abigail Rosen Earthman represents high net worth individuals in gift and estate tax audits in Internal Revenue Service (IRS) examinations, appeals, and trials. Her national practice includes cases in the U.S. Tax Court, the U.S. Court of Federal Claims, and appellate courts, as well as in state probate and fiduciary matters.

Abigail advises individuals and businesses in family wealth transfers and counsels corporate and private trustees and trust departments in the administration of trusts and fiduciary litigation matters. She also assists clients in the full range of controversy and planning matters in negotiations with the IRS and U.S. Tax Court and in litigation related to estate, gift, and generation-skipping transfer taxes.

Abigail’s practice is informed by her experience in the national tax office of a Big Four accounting firm in Washington, D.C., where she focused on federal tax credits and incentives. She is a frequent speaker on industry-related topics, including cryptocurrency and digital assets, and is nationally recognized in the areas of gift and estate tax audits.

 

Lawrence Brody, Esq. | Harrison

Lawrence Brody retired as an Adjunct Professor at Washington University School of Law, after fifty years of teaching Estate Planning and Drafting. He is a visiting Adjunct Professor at the University of Miami Law School, teaching a course on Life Insurance. Mr. Brody is the author or co-author of numerous articles and books on the use of life insurance in estate and employee benefit planning, including two BNA Tax Management Portfolios, two books for the National Underwriter Company, and a number of volumes in the ABA Insurance Counselor Series.

Mr. Brody is a frequent presenter for ALI-CLE estate planning programs, Society of Financial Professionals programs, major life insurance industry programs (including the MDRT, LIMRA, the Top of the Table, AALU and the International Forum), the Heckerling Institute, the Notre Dame Estate Planning Conference, the Southern Federal Tax Institute, the NYU Tax Institute, the NAEPC Annual Meeting, and regional and annual ACTEC conferences.

Mr. Brody is a member of The American College of Trust and Estate Counsel (ACTEC), an emeritus member of the Advisory Committee for the Philip E. Heckerling Institute on Estate Planning (University of Miami School of Law), and a member of the Editorial Board of the Society of Financial Service Professionals CLU Journal. Mr. Brody received the designation of Accredited Estate Planner by the National Association of Estate Planners and Councils and was one of ten individuals awarded its Distinguished Accredited Estate Planner designation in the initial class (2004). He has been named in the Private Wealth Law Section of Chambers High Net Worth Guide. Mr. Brody was named a Distinguished Law Alumni by Washington University School of Law in 2012.

 

John W. Porter, Esq._ Baker Botts_FedBarJohn W. Porter, Esq. | Baker Botts

John is one of the nation’s leading tax controversy attorneys, maintaining a nationwide practice representing high-net worth individuals and businesses in sophisticated Federal tax controversy matters.

John has served as lead counsel for taxpayers in some of the most significant published estate and gift tax decisions in the last twenty-five years, including cases addressing formula clauses used to transfer hard to value assets, the application of I.R.C. § 2036 to family entities, the built-in capital gains discount when valuing stock, the “net-net gift discount,” the valuation of closely-held entity interests, and the reasonable reliance defense to IRS penalties.

John represents taxpayers in every aspect of the tax controversy practice. His experience includes representing taxpayers before the IRS (including examination, mediation and appeals) and in litigation against the IRS in the United States Tax Court, the United States Court of Federal Claims, the United States District Courts, and the United States Courts of Appeal. He is described as both “extremely effective” and “a wonderful negotiator.” (Chambers High Net Worth, 2018).

John also counsels clients engaging in business and estate planning transactions, to preventively deal with issues and properly report transactions before an IRS controversy arises. He also has extensive knowledge of and experience with privilege issues. He frequently advises and represents fiduciaries and beneficiaries of trusts and estates with respect to administration and fiduciary duty issues.

Agenda

DAY 1: SUNDAY, NOVEMBER 12, 2023

LEGISLATIVE UPDATE – John P. Gimigliano, Esq., Principal-in-Charge of Federal Tax Legislative and Regulatory Services, KPMG, Washington, DC | 1:45pm – 3:15pm

A review of legislation enacted, considered and pending in the current congressional session.

THE TREASURY AGENDA – U.S. Department of the Treasury Representatives will be invited to attend | 3:15pm – 4:05pm

A review of recently issued and pending treasury guidance.

Break | 4:05pm – 4:15pm

FROM THE EXPERTS: TAX CONTROVERSY AND TAX LITIGATION – CIVIL & CRIMINAL TAX UPDATE – Sara G. Neill, Esq., Shareholder, Capes Sokol, Pc, St. Louis, MO, Daniel N. Price, Esq., Founder, Law Offices Of Daniel N. Price, San Antonio, TX, Internal Revenue Service Speaker Will Be Invited To Attend | 4:15pm – 6:45pm

Join a leading group of tax controversy practitioners from both the private sector and the government in an open discussion regarding current IRS enforcement priorities, initiatives, and campaigns the panel covers a broad range of topics that impact tax compliance and tax litigation, including an examination of recent cases, investigations, and programs – including familiar areas such as microcaptive insurance arrangements, digital assets, and offshore accounts and foreign information reporting penalties, while also delving into hot new topics such as monetized installment sales, employee retention credits and treaty pension benefits – many of which have come to the forefront of the attention of taxpayers and professionals alike from the flurry of IRS notices as well as the explosion of taxpayer challenges to IRS guidance and regulations.

Break | 6:45pm – 7:00pm

BACK-TO-THE-OFFICE INCENTIVES – Mary B. Hevener, Esq., Partner, Morgan, Lewis & Bockius, Washington, DC | 7:00pm – 8:00pm

Following up on last-year’s discussion of pandemic benefits, this session covers a dozen benefits designed to entice workers back to the office, including free meals, employee awards and points programs, compensation assignments to charities, potential tax problems with benefit “choices” outside cafeteria plans, surrogacy benefits, and the effect of dobbs and state legislative changes on abortion benefits. Benefits for contractors and outside directors are also discussed. Finally, this program also covers the expected focus of IRS payroll tax auditors on employee retention credits, and a wide range of other possible audit topics.

EXECUTIVE COMPENSATION IN THE CROSS-HAIRS: PROPOSALS AFFECTING EXECUTIVE COMPENSATION – Rosina B. Barker, Esq., Partner, Morgan, Lewis & Bockius, Washington, DC | 8:00pm – 9:05pm

This program covers both tax and non-tax legislative and regulatory proposals that are expected to have direct effects both on worker compensation and payroll tax audits, including the various proposals from the SEC and FTC affecting clawbacks and noncompetes, and their effect on executive compensation programs. This program also covers the sec’s scheduled acceleration of broker deposits (in march 2024), and its effect on withholding deposit timing, and the “green book” proposals affecting both “on-demand pay” and proposed section 409a tax withholding.

 

DAY 2: MONDAY, NOVEMBER 13, 2023

THE CORPORATE TRANSPARENCY ACT-DEALING WITH THE NEW WORLD OF BENEFICIAL OWNERSHIP AND CONTROL DISCLOSURE – Annalou Tirol, Esq, Partner, O’melveny & Myers, Washington, DC | 11:25am – 1:15pm

The Corporate Transparency Act will require disclosure to fincen of the ultimate beneficial owners and control persons of many business entities. These rules will apply beginning January 1, 2024, with a one year deferral for applicable entities in existence prior to such date. The presentation covers the rules defining applicable entities, exempt entities, beneficial owners whose direct or indirect ownership must be reported, control persons whose control must be reported and the domestic and foreign persons who can access the information and the rules for such access. This information is a must for tax and other professional advisors, especially those dealing with foreign based clients, and will impact many everyday transactions.

Break | 1:15pm – 1:30pm

PLANNING FOR FOREIGN INVESTMENT IN US REAL ESTATE – Michael Karlin, Esq., Partner, Karlin & Peebles, Los Angeles, CA, Thomas Giordano-Lascari, Esq. Partner, Greenberg Glusker, Los Angeles, CA | 1:30pm – 3:00pm

Many tax practitioners are familiar with the basics of firpt a, but representing foreign persons that are investing in us real estate entails a far deeper understanding of the firpt a rules, as well as many other aspects of us tax law that affect the taxation of all forms of income from such investments. The panel addresses practical planning techniques for investment by individuals and institutional foreign investors, including reit structures that can be especially advantageous in certain circumstances.

Lunch | 3:00pm – 4:15pm

THE REVISED US FOREIGN TAX CREDIT-WHAT ONCE WAS MAY NO LONGER BE – Joshua Odintz, Esq., Partner, Holland & Knight, Washington, DC | 4:15pm – 5:30pm

Over the last several years, through a series of amendments to the regulations governing the nature of foreign taxes eligible to be credited for US tax purposes, the treasury department has significantly modified the rules that practitioners relied on to determine the creditability of foreign taxes. Now, many taxes that were once creditable, no longer may be eligible. This session reviews the new rules, focusing on how foreign tax credit planning has changed under this new regime.

Break | 5:30pm – 5:45pm

INTERNATIONAL MERGERS AND ACQUISITIONS: US TAX CONSIDERATIONS AND PLANNING TECHNIQUES – William B. Sherman, Esq, Partner, Holland & Knight, Fort Lauderdale, FL, Sam K. Kaywood, Esq, Partner, Alston & Bird, Atlanta, GA, Lori Hellkamp, Esq, Partner, Jones Day, Washington, DC | 5:45pm – 8:00pm

Among the topics covered in this session are the US tax considerations for taxable and tax-free stock acquisitions of foreign companies, CFC issues, tax-free acquisitions of US companies, planning for the use of holding companies, inversion transactions, debt-equity regulations, use of hybrid instruments, OECD beps issues, and recent developments.

Break | 8:00pm – 8:15pm

FUNDAMENTALS OF CORPORATE TAX – Alexander Lee, Esq., Partner, Cooley, Los Angeles, CA., Anne Kim, Esq., Partner, Kirkland & Ellis, Los Angeles, CA. | 8:15pm – 9:55pm

This session provides useful background that is helpful for attendees who do not have extensive experience in corporate taxation.

 

DAY 3: TUESDAY, NOVEMBER 14, 2023

S CORPORATIONS – NOT SO SIMPLE IN PRACTICE – Samuel T. Greenberg, Esq., Divisional Vice President, Tax And Counsel, Harbor Freight Tools, Calabasas, CA, Andrew T. Davis Esq., Partner, Cravath, Swaine & Moore, New York, NY | 11:25am – 1:00pm

This panel explores challenges and opportunities encountered in M&A transactions involving S corporations.

Break | 1:00pm – 1:15pm

PUBLIC M&A MARKET UPDATE – Karen Gilbreath Sowell, Esq., Principal, Ey, Washington, DC, Jodi J. Schwartz, Esq., Partner, Wachtel!, Lipton, Rosen, And Katz, New York, NY, Lulu Ma, Esq, Senior Manager, National Tax M&A Group, International Tax And Transaction Services, Ey, Washington, DC | 1:15pm – 2:45pm

This panel surveys the state of the market and recent trends in structuring public mergers and acquisitions, joint ventures, and spinoffs.

Lunch | 2:45pm – 4:00pm

MOORE V. UNITED STATES – THE SUPREME COURT TO WEIGH IN ON FUN DAM ENT AL US TAX PRINCIPLES – Pamela Lawrence Endreny, Esq., Partner, Gibson, Dunn & Crutcher, New York, NY, Pardis Zomorodi, Esq., Partner, Latham & Watkins, Los Angeles, CA | 4:00pm – 5:15pm

This panel explores the background and tax principles at stake in the Moore case to be decided this term by the US Supreme Court.

Break | 5:15pm – 5:30pm

TROUBLED COMPANIES – PITFALLS AND OPPORTUNITIES – Devon M. Bodah, Esq., Partner, Weil Gotshal & Manges, Washington, DC, Amie Colwell Breslow, Esq., Of Counsel, Jones Day, Washington, DC | 5:30pm – 6:45pm

This panel covers the potential pitfalls and opportunities when dealing with troubled companies. Particular attention is given to identifying and preserving tax attributes.

HOT TOPICS IN CORPORATE TAX AND INNOVATIVE TRANSACTIONS – Alexander Lee, Esq., Partner, Cooley, Los Angeles, CA, Anne Kim, Esq., Partner, Kirkland & Ellis, Los Angeles, CA | 6:45pm – 8:00pm

Break | 8:00pm – 8:15pm

FUNDAMENTALS OF PARTNERSHIP AND REAL ESTATE TAXATION – Andrea M. Whiteway, Esq., Principal, Ey, Washington, DC | 8:15pm – 9:55pm

This session provides useful background that is helpful for attendees who do not have extensive experience in the taxation of partnerships and real estate.

 

DAY 4: WEDNESDAY, NOVEMBER 15, 2023

HOT TOPICS IN PARTNERSHIP AND REAL ESTATE TAXATION: LEGISLATIVE AND REGULATORY DEVELOPMENTS – Sarah Haradon, Esq., Attorney-Advisor, Office Of Tax Policy, Us Department Of Treasury, Washington, DC, Jason D. Dexter, Esq., Special Counsel To The Associate Chief Counsel (Passthroughs & Special Industries) Office Of Chief Counsel, Internal Revenue Service, Washington, DC, Andrea M. Whiteway, Esq., Principal, Ey, Washington, DC | 11:25am – 12:15pm

An overview of recent and pending developments in partnership and real estate taxation from the government perspective an opportunity to hear first-hand the views of government officials about what’s important, why it’s important, and what the government is doing about it.

PLANNING TO UTILIZE THE INFLATION REDUCTION ACT TAX CREDITS – Jeffrey G. Davis, Esq., Partner, White & Case, Washington, DC | 12:15pm – 1:15pm

The Inflation Reduction Act of 2022 has numerous tax incentives for clean energy and energy efficiency. This presentation focuses on some of the incentives that may benefit the real estate industry, including investment and production tax credits (and bonus credits for certain locations) and the energy efficient commercial property deduction, as well as new transferability provisions.

Break | 1:15pm – 1:30pm

HOT LIKE-KIND EXCHANGE ISSUES – Robert D. Schachat, Esq., Managing Director, Boo Usa, Washington, DC, Anne E. Andrews, Cpa, Partner, Pwc, San Jose, CA | 1:30pm – 2:30pm

This panel covers related party exchanges; build-to-suits, reverse exchanges and parking arrangements within and outside the safe harbor; exchanges involving partnerships and trusts; exchanges of property into and out of foreclosure; recent developments on what constitutes “like kind”; other current issues including legislative outlook.

DEALER V. INVESTOR: HOW TO IDENTIFY AND WHY IT MATTERS – Peter J. Genz, Esq., Retired Partner, King & Spalding, Atlanta, GA | 2:30pm – 3:30pm

It is critically important to distinguish between dealer and investor status on property dispositions due to the significant capital gains rate preference and other potential tax implications, including, in the case of reit sellers, the risk of a confiscatory penalty tax on dealer gains this presentation examines both old and new dealer case law, IRS rulings, and the various factors one must analyze, as well as the associated consequences of being either a dealer or investor.

Lunch | 3:30pm – 4:45pm

TAX PLANNING FOR THE DISPOSITION OF PARTNERSHIP INTERESTS – Bryan A. Rimmke, Esq., Principal, Kpmg, Washington, DC, Charles Kaufman, Esq., Managing Director, Kpmg, New York, NY | 4:45pm – 5:45pm

This panel explores the various techniques for disposing of a partnership interest and the attendant tax consequences.

PARTNERSHIP CAPITAL SHIFTS: HOW TO IDENTIFY THEM, HOW TO AVOID THEM – Steven R. Schneider, Esq., Partner, Stroock, Washington, DC, Brian J. O’connor, Esq., Partner, Venable, Washington, DC | 5:45pm – 6:45pm

Break | 6:45pm – 7:00pm

LEASING ISSUES IN A TROUBLED REAL ESTATE CLIMATE – Glenn M. Johnson, Esq., Principal, Ey, Washington, Dc, Kate Abdoo, Esq., Principal, Washington National Tax, Rsm US, Washington, DC | 7:00pm – 8:00pm

This panel addresses leasing issues that arise in a troubled real estate climate, including how to identify a “true lease,” tax issues raised by stepped or deferred rent, leasehold improvements; landlord work letters and other inducements and lease terminations.

 

DAY 5: THURSDAY, NOVEMBER 16, 2023

SUBCHAPTER S – A DISCUSSION OF THE NOT SO OBVIOUS – Larry J. Brant, Esq., Shareholder, Foster Garvey Pc, Portland, OR | 11:25am – 12:40pm

A discussion of a potpourri of issues arising from subchapter S that may not be readily apparent to the tax practitioner, including matters arising from the single class of stock requirement, the built-in-gains tax, the interplay between subchapter C and subchapter S, lingering earnings and profits, and late (or never made) elections. The discussion also alerts practitioners to traps that exist for the unwary and in some cases possible ways to cure or remedy stepping into one of these traps.

Break | 12:40pm – 12:50pm

TRANSACTIONAL CONSIDERATIONS UNDER BBA AUDIT RULES – Terence Floyd Cuff, Esq., Of Counsel, Loeb & Loeb, Los Angeles, CA | 12:50pm – 2:00pm

This segment discusses how practitioners should take into account BBA audit rules in planning and documenting typical partnership transactions partnership contributions, partnership distributions, sales of partnership interests, partnership allocations, disguised sales, REIT partners, partnership liquidations, drop and swap section 1031 exchanges, tenancy in common arrangements, Delaware statutory trusts, etc.

Break | 2:00pm – 2:10pm

TRANSACTIONS INVOLVING SELF-EMPLOYMENT TAX ISSUES: HOW TO PLAN TO PRESENT YOUR CASE IN THE EVENT OF IRS CHALLENGE – Ronald A. Levitt, Esq., Shareholder, Dentons Sirote, Birmingham, AL, Stephen R. Looney, Esq., Shareholder, Dean Mead, Orlando, FL | 2:10pm – 3:15pm

Business lawyers often plan transactions to maximize the benefits, both economic and tax, to be derived from the transaction for their clients. As part of this effort, an additional concern is how certain reporting positions will later be defended in the event of an IRS audit one such area is the application of self-employment taxes to a partner in a limited partnership, a member of an LLC or a shareholder-employee of an s corporation this panel utilizes a currently important and longstanding issue (planning used to minimize these tax in various business settings) to illustrate how tax issues in play might be challenged by the IRS in future audits and how the transactions will be defended in tax court cases.

Lunch | 3:15pm – 4:30pm

TRUST BASIS AND PROMISSORY NOTES: THE GRANTOR TRUST IN LIFE AND AT DEATH – Stephen M. Breitstone, Esq., Partner, Meltzer, Lippe, Goldstein & Breitstone, Mineola, NY & New York, NY, Jerome M. Hesch, Esq., Counsel, Meltzer, Lippe, Goldstein & Breitstone, Boca Raton, FL | 4:30pm – 5:40pm

Break | 5:40pm – 5:50pm

CHOOSING AMONG VEHICLES FOR CHARITABLE GIVING BY HIGH NET-WORTH INDIVIDUALS: WHAT ABOUT THE PRIVATE FOUNDATION OR DONOR ADVISED FUND? – Ellen P. Aprill, Esq., John E Anderson Professor in Tax Law Emerita, LMU Loyola Law School, Los Angeles, CA | 5:50pm – 6:50pm

Tax law offers a choice of vehicles for charitable giving by the wealthy. This presentation explores the use of a private foundation as one vehicle for consideration as it offers the donor (and the donor’s family) the ability to exercise control over the entity At the same time, operating a private foundation comes with costs and exposes its donors to a number of punitive excise taxes. In contrast, consideration of the use of donor advised funds offer the advantage of far more flexibility and treatment as gifts to a public charity but less control and name recognition. However, anticipated new IRS guidance regarding donor advised funds may reduce their appeal. In certain cases, use of a Section 501(c)(4) social welfare organization may be an attractive choice as well.

MERGERS AND ACQUISITIONS OF CLOSELY-HELD SAND C CORPORATIONS IN PRIVATE EQUITY, UP-C, AND DOMESTIC AND CROSS BORDER SPAC TRANSACTIONS – Jerald David August, Esq., Partner, Fox Rothschild, Philadelphia, PA, C. Wells Hall, Ill, Esq., Partner, Nelson Mullins Riley & Scarborough, Charlotte, NC | 6:50pm – 8:00pm

The discussion includes asset and stock acquisitions of target Sand C corporations, including S corporations subject to the built-in gains tax under Section 1374. A portion of the session addresses S corporations acquiring another C corporation or consolidated group as well as a target S corporation in a taxable or non-taxable acquisition. The discussion includes private equity, Up-C, and deSPAC acquisitions of S corporations and closely held C corporations, and maximizing the benefits of the Section 1202 exclusion for qualified small business stock (QSBS).

Break | 8:00pm – 8:15pm

HOW FAR CAN YOU GO? ETHICAL AND PENALTY ISSUES IN EVERYDAY TAX PRACTICE – Michel R. Stein, Esq., Principal, Hochman Sa/Kin Toscher Perez, Pc, Beverly Hills, CA | 8:15pm – 9:55pm

As a responsible tax practitioner, you must understand the ethical standards that apply to your conduct and what can trigger a penalty assessment against you or your clients. How sure do you have to be before you can tell a client it is okay to take a deduction or exclude income? Can you accept what a client tells you, or do you have to audit your client’s records? When can your clients be subject to penalties? How can you protect your clients and yourself? This panel of expert practitioners addresses these and other thorny ethical and penalty issues that arise in everyday tax practice through the use of hypothetical examples.

 

DAY 6: FRIDAY, NOVEMBER 17, 2023

CURRENT DEVELOPMENTS IN ESTATE PLANNING AND TAXATION – Andrew M. Katzenstein, Esq., Partner, Proskauer Rose, Los Angeles, CA | 11:25am – 12:30pm

The presentation reviews some of the recent tax proposals and how they would impact estate tax planning, including a discussion of the provisions of the 2017 tax act that are slated to expire in 2025 and what effect the “sunset” will have for estate and gift tax purposes. The lecture also addresses the discrepancy between the federal and state estate tax regimes and options to consider that may avoid a state-level estate tax upon death. Also discussed is the current economic climate and which estate planning strategies are more effective in high-interest rate environments versus those that are better suited to lower-interest rate environments.

CHARITABLE GIFTS -PAYING LIFE INCOME, SAVING TAXES AND DOING GOOD – Conrad Teitell, Esq., Principal, Cummings & Lockwood, Stamford, CT | 12:30pm – 1:30pm

This lecture covers the four types of charitable remainder unitrusts: stan-cruts, nimcruts, ni-cruts and flip-cruts (plus teitell’s suggested flex-flip crut); also charitable remainder annuity trusts, and immediate and deferred charitable gift annuities. Learn about the income, gift, capital gains and estate tax rules; plus the marital deduction rules. The law is complicated; the IRS and courts don’t forgive foot faults. Learn about the few situations where you can fix-up the other fellow’s muck-ups.

Break | 1:30pm – 1:45pm

SECURE ACT AND SECURE 2.0 – WHAT YOU NEED TO KNOW TO HELP YOUR CLIENTS – Heather M. Oboda, Cpa, Partner, Citrin Cooperman Advisors, New York, NY | 1:45pm – 3:00pm

This presentation addresses certain provisions of the Secure Act and the Secure Act 2.0, including retirement plan changes, catch-up contributions, 529 plan Roth rollovers, 401k matching for student loan payments, emergency withdrawals from retirement accounts, certain features of inherited IRAs (including RMD relief for 2020 and 2021), and other aspects of both acts.

Lunch | 3:00pm – 4:15pm

BLOCKCHAIN AND DIGITAL ASSETS 2.0: TAXATION, REPORTING, AND PLANNING – Abigail Rosen Earthman, Esq., Partner, Perkins Coie, Dallas, TX | 4:15pm – 5:15pm

Internet-based accounts and applications have grown at an extraordinary rate. Email and paperless online banking are now routine and common, along with numerous other internet-based communications, accounts and assets, including social media. This session provides an overview of popular digital assets and how to deal with photos, emails, passwords, etc. shared on TikTok, Instagram, Twitter and Facebook in a person’s estate plan This session also discusses how to probate and administer digital wallets, currencies, intellectual property rights and other digital assets after death. Did you know Tweets have value?

Break | 5:15pm – 5:30pm

EVERYTHING YOU HAVE WANTED TO KNOW ABOUT LIFE INSURANCE POLICIES, BUT WERE AFRAID TO ASK – Lawrence Brody, Esq., Senior Counsel, Harrison, St. Louis, MO | 5:30pm – 6:30pm

This presentation discusses a number of basic definitions and concepts that are relevant to life insurance policies and analyzes the characteristics of a number of different types of policies being offered today, including term insurance, traditional whole life insurance, universal life insurance, universal variable life insurance, equity index life insurance, survivorship life insurance, single premium life insurance, and private placement life insurance. The presentation analyzes each different type of policy, focusing on the underappreciated investment risk each presents, with comparisons among them, and how they each fit into a client’s risk tolerance.

THE ARTHUR D. SEDERBAUM MEMORIAL LECTURE- FAMILY LIMITED PARTNERSHIPS AND OTHER CLOSELY-HELD ENTITIES – THE CONTINUING SAGA – John W. Porter, Esq., Partner, Baker Botts, Houston, TX | 6:30pm – 7:30pm

This discussion addresses current issues and trends in the transfer tax controversy arena involving family limited partnerships and other closely-held entities at the audit level, IRS Appeals, and in litigation It includes issues related to the valuation and transfer of interests in closely-held entities, the use of formula clauses, Section 2036, split-dollar life insurance, valuation of promissory notes, GRAT audits, adequate disclosure, recent caselaw, positions taken by the IRS and practical ways to address them at the planning level.