Federal Real Estate and Partnerships Tax Conference 2022 (presented by NYU School of Professional Studies) – [Day 2]

Andrea M. Whiteway | Principal at Ernst & Young

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.

Stephen M. Breitstone | Meltzer Lippe

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 |

Jerome M. Hesch Esq., Miami, Florida serves as an income tax and estate planning consultant for lawyers and other tax planning professionals throughout the country. He is Special Tax Counsel to Meltzer, Lippe, Goldstein & Breitstone, LLP in Mineola, NY, Dorot & Bensimon, PA in Aventura, FL, The Jeffrey M. Verdon Law Group in Newport Beach, California, and Oshins & Associates in Las Vegas, Nevada.

He is the Director of the Notre Dame Tax and Estate Planning Institute, scheduled next year for October 29 and 30, 2020 in South Bend, Indiana, on the Tax Management Advisory Board, and a Fellow of both the American College of Trusts and Estates Council and the American College of Tax Council. He was elected to the NAEPC Estate Planning Hall of Fame. An accomplished author, he has published numerous articles, Tax Management Portfolios, and co-authored a law school casebook on Federal Income Taxation, now in its fourth edition.

Professor Hesch has presented papers for the University of Miami Heckerling Institute on Estate Planning, the University of Southern California Tax Institute, the Southern Federal Tax Conference, the AICPA, and the New York University Institute on Federal Taxation, among others. He participated in several bar association projects, including the Drafting Committee for the Revised Uniform Partnership Act.

He received his BA and MBA degrees from the University of Michigan and a JD degree from the University of Buffalo Law School. He was with the Office of Chief Counsel, Internal Revenue Service, Washington, D.C. from 1970 to 1975, and was a full-time law professor from 1975 to 1994, teaching at the University of Miami School of Law and the Albany Law School, Union University. He is currently an adjunct professor of law, having taught courses in the past at the Vanderbilt University Law School, Florida International University Law School, the University of Miami School of Law Graduate Program in Estate Planning and the On-Line LL.M. Programs at the University of San Francisco Law School and the Boston University School of Law.
He has also participated in several bar association projects, such as the Drafting Committee for the Florida Revised Uniform Partnership Act and preparing the ABA’s comments on the IRS’s proposed private annuity regulations.

Joseph Medina | EY Private Client Services

Joe is a managing director in Ernst & Young LLP’s Family Office Advisory Services, part of the firm’s Private Client Services practice. He has more than 15 years of experience supporting multigenerational families, closely held businesses and their owners regarding their income and transfer tax needs. Joe supports clients and has extensive experience in a number of tax issues, including family office structuring, succession planning, postmortem planning, and charitable and legacy gifting. Joe regularly develops and delivers both internal and external presentations about recent developments in legislation, case law and other guidance in the estate, gift, trust and individual income tax arena.

Brian J. O’Connor | Venable LLP

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.

As a transactional tax attorney, Brian works on transactions ranging from small sales transactions to merger or acquisition transactions in the billions of dollars. Similarly, as a tax controversy attorney, he has represented both individual clients in small audit matters and publicly traded corporate clients in tax disputes with amounts at issue in excess of $1 billion.
Before joining Venable, Brian was an attorney-advisor for the Office of Chief Counsel at the IRS, where he worked on high-profile legislative projects, regulations, and other published guidance related to partnerships, S corporations, trusts, common trust funds, and cooperatives.

His valuable experience and continuing connections with the government, when combined with his significant private practice experience, permit Brian to provide unique insights to his clients, both large and small, on important tax and business issues.

Paul H. Wilner | Grossberg Company LLP

Paul Wilner is the firm’s managing partner with more than 35 years of experience. He also heads Grossberg Company LLP’s Tax practice. Paul has vast career experiences, especially within the areas of troubled business workouts, complex real estate transactional planning, comprehensive tax planning for high-net-worth individuals, partnership taxation and all phases of the real estate industry and related fields. His practice also focuses on estate, gift and trust taxation, business and real property acquisition due diligence analysis and IRS tax controversy matters.

Paul has served as an expert witness in both criminal and civil tax matters and has provided expert testimony before the US Treasury. Washingtonian Magazine named him one of the top tax accountants in Washington D.C. and he is author of various articles on real estate and partnership taxation. He is a frequent instructor at national tax conferences and programs, including the American institute of Certified Public Accountants (“AICPA”) National Federal Tax Conference, the AICPA’s National Real Estate Tax Conference, NYU’s National Partnership and Real Estate Tax Conference, MICPEL Annual Tax Seminars, the College of William and Mary School of Law, the Kentucky Institute of Taxation, AICPA Small Business Conference, and several other tax conferences and seminars held throughout the country.

Robert D. Schachat | BDO USA, LLP

He previously lead the Real Estate Group in the National Tax Department of Ernst & Young LLP in Washington, D.C. He consults with 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. Bob’s experience also includes extensive involvement in the negotiation and drafting of all types of partnership agreements, LLC operating agreements and corporate shareholder agreements. He also advises clients on a regular basis in monitoring federal legislative and regulatory activity in the real estate area.

Steven R. Schneider | Stroock & Stroock & Lavan LLP

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.

Glenn M. Johnson | EY National Tax

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.

Holly Porter | Internal Revenue Service

Holly Porter is the Associate Chief Counsel (Passthroughs & Special Industries). She leads a division of approximately 80 attorneys and other professionals responsible for legal guidance and litigation support on the taxation of partnerships, S Corporations, and trusts, business credits including the research credit, low income housing credit, and energy credits, estate and gift taxation, natural resource taxation, and excise taxes. She advises the Chief Counsel and Deputy Chief Counsel on all matters within the division’s subject matter jurisdiction and closely coordinates with the Office of Tax Policy in the Department of Treasury, the Internal Revenue Service Division Counsel, and the Tax Division of the Department of Justice on published guidance, case specific advice to the Service, and litigation support in docketed cases at the trial and appellate levels.

Previously, Ms. Porter served in the Office of Chief Counsel as a branch chief in Passthroughs. Before joining Chief Counsel, Ms. Porter was a tax counsel to the United States Senate Committee on Finance, where she advised the Committee Chairman, members of the Committee, and staff on all matters related to passthrough taxation and small business, accounting issues, tax patents, state and local taxes, and job incentives. She drafted and reviewed legislation, and worked with stakeholders in Treasury, the Service, and elsewhere in the tax community. Earlier in her career, she was a tax attorney at two law firms, Miller & Chevalier and Paul, Hastings, Janofsky & Walker, and served as an attorney advisor to the District of Columbia Office of Tax and Revenue.

Ms. Porter received her B.A. in Political Science from the University of California, Berkeley in 1988 and her J.D. from the University of Virginia School of Law in 1992.

Audrey W. Ellis | Pricewaterhouse Coopers LLP

Specialize in the taxation of partnerships, limited liability companies, and joint ventures. Assisted numerous public and private companies in addressing federal tax matters, including the structuring and negotiation of complex partnership arrangements; drafting requests for private letter rulings and closing agreements; providing advice with respect to IRS examinations and prefiling agreements; and structuring partnership employee compensation arrangements. Participated in panel discussions and presented on partnership tax topics at tax institutes throughout the United States. Coauthored articles on partnership tax topics including debt workouts, the definition of property, self-employment tax, and the partnership non-compensatory option regulations.

James B. Sowell | KPMG LLP

James Sowell is a principal in the Passthroughs group of the Washington National Tax practice of KPMG LLP. He focuses primarily on tax issues relating to partnerships and REITs, and he leads the Real Estate practice for Washington National Tax.

Prior to joining KPMG, Jim was with the national tax offices of other major accounting firms. Prior to that time, Jim was with the U.S. Department of Treasury (Office of Tax Policy) where he served first as an Attorney Advisor and then as an Associate Tax Legislative Counsel. While at the Treasury Department, Jim was primarily responsible for administrative guidance and legislation involving partnerships, real estate investment trusts, like-kind exchanges, and other issues. The many matters that Jim was involved in while at Treasury included the regulations relating to partnership mergers and divisions, the partnership basis adjustment regulations, the regulations relating to amortization of intangible property, and the legislation relating to taxable REIT subsidiaries. Prior to the Treasury Department, Jim was an associate at King & Spalding LLP in Atlanta, Georgia.

Jim earned an LL.M. in taxation from New York University in 1991, a law degree (with high honors) from the University of Florida in 1990, and his bachelors in business administration (also with high honors) from the University of Florida in 1986. Mr. Sowell was Chief Tax Editor of the Florida Law Review and was a Graduate Editor of New York University’s Tax Law Review.

Jim is a former Chairman of the Real Estate Committee of the American Bar Association (Tax Section) and a former Vice Chairman of the Tax Policy Advisory Committee of the Real Estate Roundtable. He is a member of the National Association of Real Estate Investment Trusts, where he is an active participant on the Government Relations Committee. Jim also is on the Board of Trustees for the Southern Federal Tax Institute.

Jim has written articles for various publications and speaks at numerous conferences.

Steven Gilbert | Deloitte Tax LLP

Jennifer Ray | Deloitte

Jen specializes in issues connected to the formation and ongoing operation of joint ventures and the use of partnerships in domestic and cross-border mergers and acquisitions. She has advised large financial institutions in multiple joint ventures and other transactions in the fintech area. Jen has also represented both sponsors and investors in investment funds and transactions involving energy credits, including flip partnerships, and has served as the tax advisor to one of the largest publicly traded energy infrastructure partnerships. Before joining Deloitte, Jen was a partner at a Washington, DC, law firm.

Jen is a frequent lecturer at some of the country’s leading tax conferences including those organized by the American Bar Association and the Tax Executives Institute. She has published numerous articles on partnership tax matters in Tax Analysts, Tax Executive, Law360, Taxation of Financial Products, and other publications.

Jen received her JD magna cum laude from Harvard Law School, where she was an executive editor of the Journal of Law and Public Policy. She received her AB from Princeton University.

Ryan P. McCormick | The Real Estate Roundtable

Ryan McCormick works as a Senior Vice President and Counsel at The Real Estate Roundtable, which is a Membership Organizations company with an estimated 5 employees; and founded in 1968. They are part of the Legal Counsel team within the Legal Department and their management level is VP-Level. Ryan graduated from The University of Texas School of Law in 2006 and is currently based in Washington, D.C., United States.

David Friedline | Deloitte Tax LLP

David is a partner in our New York office and is the leader of Global Funds Tax Advisory Services Group and the Homebuilding Industry Group. He has a nationwide practice with over 30 years of real estate, private equity, and infrastructure industry experience serving a wide variety of closed and open-end funds, public REITs, and home builders. David has a very practical and commercial approach to serving clients having served for several years as senior tax counsel and tax director to the London and Stamford offices of GE Capital.

David has vast experience advising clients on the U.S. tax aspects of a wide array of domestic and cross-border investments, including formation of partnerships and joint ventures, M&A transactions and due diligence, capital raising and fund-formation, debt-workouts and purchases of debt portfolios, leasing and tax-deferred exchanges, real estate securitizations, and separate accounts. He commonly advises investment managers on the unique tax considerations of institutional investors, including FIRPTA, ECI, the Section 892 and qualified foreign pension fund exemptions, and UBTI and common strategies to manage associated risks.

David is very active in both the Real Estate Committee of the American Bar Association’s Tax Section, for which he is Chair of the Subcommittee on Cancellation of Debt, and in the Tax Policy Advisory Committee of Real Estate Roundtable. David has been a speaker at programs and conferences for the Practicing Law Institute, ABA Tax Section, AICPA, AFIRE, USC Tax Institute, Real Estate Roundtable, NCREIF, New York Private Equity Network and has authored articles on a variety of partnership, international, and real estate tax topics for the Journal of Real Estate Taxation, Journal of Taxation of Financial Products Financial Products, and Major Tax Planning. He serves on the editorial board of the Journal of Real Estate Taxation and is a former Adjunct Professor of Partnership Taxation at Fordham University.

David obtained his accounting degree from Florida State University, College of Business, J.D. (with honors) from American University Law School, and studied tax law at Georgetown University Law Center.

Michael Hirschfeld | Andersen Tax

Michael Hirschfeld is a Managing Director in the firm’s US National Tax office, where he focuses on international, partnership, corporate and real estate tax planning and compliance. Michael has over 40 years of experience with tax issues that affect partnerships/LLCs, REITs, cross-border investing, real estate acquisition, finance and investment, private equity, distressed debt, mergers and acquisitions, pharmaceutical, energy, and clean technology clients.

Michael was the chair of the Tax Section of the American Bar Association and a member of the Executive Committee of the Tax Section of the New York State Bar Association. Michael was also the former chair of the American Tax Policy Institute. Currently, he is an officer of the Section of Real Property, Trust and Estate Law of the American Bar Association.

He is recognized as a leading tax professional in global publications, including Best Lawyers in America, Who’s Who in America, The International Who’s Who of Business Lawyers, The International Who’s Who of Corporate Tax Lawyers and New York Super Lawyers.

Michael is a frequent lecturer at the Practicing Law Institute, the American Bar Association’s Tax Section and Section on Real Property, Trust and Estate Law, New York University, TexFed Tax Institute, Tax Executives Institute, American Law Institute, the Association of the Bar of the City of New York, the International Fiscal Association and other organizations. He also published over 50 articles for Probate and Property (a publication of the ABA Section of Real Property, Trust and Estate Law), The Journal of Taxation, The Journal of International Taxation and numerous additional global tax publications.

DAY 1: THURSDAY, JUNE 9

Welcoming Remarks – Kathleen Costello, CMP | 8:25am – 8:30am

I. Working with The Section 752 Partnership Liability Allocation Rules – Andrea M. Whiteway, Esq. | 8:30am – 9:30am

The Section 752 partnership liability allocation rules present planning opportunities; this presentation explores the regulations and transactions, and cases in which the Section 752 regulations apply.

II. Estate Planning for Real Estate Entrepreneurs, Estate Freezes Using Partnerships – Stephen M. Breitstone, Esq., and Jerome M. Hesch, Esq. | 9:30am – 10:45am

This presentation explores the various planning techniques available to real estate entrepreneurs in the estate planning context.

Break | 10:45am – 11:00am

III. Opportunity Zones – Brian J. O’Connor, Esq., and Paul H. Wilner, CPA | 11:00am – 12:15pm

A panel discussion regarding the basic requirements, recent regulatory updates, and the real world aspects of investments in opportunity zones; as well as recent legislative proposals impacting opportunity zones.

Lunch Break | 12:15pm – 1:00pm

IV. Post-Luncheon Address: Ask the experts – Brian J. O’Connor, Esq., Robert D. Schachat, Esq., Steven R. Schneider, Esq., Andrea M. Whiteway, Esq., and Paul H. Wilner, CPA. | 1:00pm – 1:45pm

This session provides an outstanding opportunity for the audience to raise tax questions with a panel of leading experts.

V. Creative Deal Structures – Brian J. O’Connor, Esq., and Steven R. Schneider, Esq. | 1:45pm – 3:00pm

This session covers creative real estate deal structures related to transactions involving the formation of joint ventures with appreciated property or built-in loss property, contributions by non-owners (government subsidies, grants, and TIFs), recapitalizations, book-ups, book-downs, preserving negative capital accounts, conversion of debt into equity, and similar tax-driven transactional planning.

Break | 3:00pm – 3:15pm

VI. Hot Topics in Like-Kind Exchanges – Glenn M. Johnson, Esq., and Robert D. Schachat, Esq. | 3:15pm – 4:30pm

This panel covers a wide variety of recent developments impacting like-kind exchanges of real property, including related party transactions, leases, parking arrangements within and outside the safe harbor, construction exchanges, and refinancing before or after the exchange and foreclosures.

VII. Update on Recent And Pending Developments From The Government Perspective – Holly Porter, Esq., Andrea M. Whiteway, Esq., Paul H. Wilner, CPA. | 4:30pm – 5:00pm

An overview of recent and pending developments in partnership and real estate taxation from the government perspective. This is an opportunity to hear firsthand the view of a key government official about what’s important, why it’s important, and what the government is doing about it.

DAY 2: FRIDAY, JUNE 10

I. Back to Basics, Built-In Gains and Losses, Section 704(C) – Paul H. Wilner, CPA. | 8:30am – 9:45am

The presenter discusses the mechanics of Section 704(c) and reverse Section 704(c) allocations: the traditional method, ceiling limitation principles, traditional method with curative allocations, remedial allocation method, various operating rules in the Section 704(c) regulations, Section 704(c)(1)(C); anti-abuse provisions, tax distribution considerations, and planning concepts.

II. Troubled Business Workouts – Audrey W. Ellis, Esq., and James B. Sowell, Esq. | 9:45am – 11:00am

Given the impact of the Pandemic on business, understanding how to navigate the federal income tax issues associated with debt forgiveness and workouts is more important than ever. This presentation covers the issues associated with troubled businesses and debt restructuring/workouts with a focus on partnerships and real estate.

Break | 11:00am – 11:15am

III. Deferred Revenue in Partnership Transactions – Steven Gilbert, Esq., and Jennifer Ray, Esq. | 11:15am – 12:00pm

This session explores the treatment of deferred revenue in partnership transactions, including distributions of the associated cash, transfers of interests in partnerships that have deferred revenue, and contributions to partnerships that have deferred revenue.

Lunch Break | 12:00pm – 1:00pm

IV. Post-Luncheon Panel: Legislative outlook for real estate – Ryan P. McCormick, Esq. | 1:00pm – 2:00pm

This presentation focuses on current key national public policy issues and legislative actions under consideration as they affect the real estate industry as well as the overall economy.

V. Creative Planning for Cross-Border Real Estate Investment – David Friedline, Esq., and Michael Hirschfeld, Esq. | 2:00pm – 3:15pm

This presentation discusses how to structure foreign investment in US real estate, joint ventures with offshore investors, debt versus equity structures and withholding requirements and traps.

Break | 3:15pm – 3:30pm

VI. Lease Modifications – Glenn M. Johnson, Esq., and Robert D. Schachat, Esq. | 3:30pm – 4:45pm

This panel addresses issues arising in leasing transactions; including identifying a true lease, tax issues that arise with stepped or deferred rent, leasehold improvements, landlord work letters and other inducements, and tax treatment of lease terminations.

VII. Conference Concludes | 4:45pm – 5:00pm