Federal Real Estate and Partnerships Tax Conference 2024 (presented by NYU School of Professional Studies) [Day 2]

Paul H. Wilner | Grossberg Company LLP

Firm Activities

Managing Partner/ Lead Tax Partner
Technical Quality Control, Real Estate and Estate and Gift Taxation
Business and Transactional Consulting
IRS Tax Controversy Matters

Professional Organizations

Served as/on:
Tax Executive Committee, American Institute of Certified Public Accountants (AICPA)
AICPA Tax Executive Committee: Technical Reviewer – Partnership, S Corp., and Individual Tax Committees
Chair NYU annual National Real Estate and Partnership Tax Conference
Chair AICPA’s National Partnership Technical Resource Panel (partnership taxation committee)
Chair AICPA’s annual National Real Estate Tax Conference
Chair AICPA Task Force on Debt Reduction Basis Adjustments
Chair of Greater Washington Society of CPA’s Federal Taxation Committee
Member of AICPA (American Institute of Certified Public Accountants)
Member of AICPA’s Federal Tax Division
Chair of AICPA’s Task Force on Partnership Debt Allocations
Member of AICPA Tax Shelter Regulation Task Force
Member of Executive Committee, Jeffrey Henry International; Region of the Americas

Professional Development

Expert Witness Testimony before Treasury
Expert Witness for criminal and civil taxation matters
Author
Relief for Real Estate Professionals From Passive Activity Loss Rules,
TAX IDEAS, Warren, Gorham & Lamont
Disguised Sale Rules, §707(A), Taxation for Accountants, WG&L
Associated Accounting Firms International Booklet on Tax Aspects of Domestics Relations
Jeffreys Henry International Tax Planning Opportunities Guide
Associated Accounting Firms International, Year End Tax Planning Strategies

Lecturer/Instructor

The College of William and Mary, School of Law
NYU Real Estate and Partnership Tax Conferences
D.C. Bar / GWSCPA Pass-through Taxation Division
GWSCPA on Taxation of Real Estate
D.C. Bar Residential Property Committee
Kentucky Institute of Taxation
AICPA National Conference on Taxation and National Real Estate Tax Conference
MICPEL Annual Tax Seminar
Guest Instructor / Lecturer numerous other seminars on Taxation and Business
Listed in Washingtonian Magazine as one of the Top Tax Accountants in Washington D.C.

Career Experience

Comprehensive Tax Planning for High Net Worth Individuals and Family Groups
Specialization in Partnership Taxation and all phases of Real Estate Industry and related fields
Estate, Gift and Trust Taxation
Transactional Tax and Business Consulting
Business and Real Property Acquisition Due Diligence Analysis

Peter J. Genz | King & Spalding

Brian J. O’Connor | Venable LLP

Brian O’Connor co-chairs the Tax and Wealth Planning Group for the national law firm of Venable and practices in its Baltimore, MD, Washington, DC and Tysons Corner, VA offices. In addition to his role of managing the Tax and Wealth Planning Group, Mr. O’Connor 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.

Mr. O’Connor is an adjunct professor in the graduate tax program at Georgetown University Law Center where he teaches an advanced course on partnership taxation and the preparation of partnership and limited liability company agreements. Before joining Venable, Mr. O’Connor was an attorney-advisor for the Office of Chief Counsel for the Internal Revenue Service in Washington, DC where he worked on high profile legislative projects, regulations and other published guidance relating to partnerships, S corporations, trusts, common trust funds and cooperatives. Mr. O’Connor received his J.D., Magna Cum Laude, from Washington and Lee University and his LL.M., with distinction and the program’s highest possible grade point average, from Georgetown University Law Center.

Steven R. Schneider | Hogan Lovells

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

He started his career as a lawyer in the U.S. Internal Revenue Service’s national office and has had many years of national-level law firm and Big 4 accounting firm experience. Steven also previously chaired the ABA Partnership Tax Committee. He has been teaching a 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 | Ernst & Young LLP

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 | Washington National Tax, Rsm Us

James B. Sowell | KPMG LLP

Mr. Sowell 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.

Mr. Sowell also is on the Board of Trustees for the Southern Federal Tax Institute, where he formerly served as President. Mr. Sowell has written articles for various publications and speaks at numerous conferences.

Before joining KPMG, Mr. Sowell was with the national tax offices of other major accounting firms. Prior to that time, Mr. Sowell 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, Mr. Sowell was primarily responsible for administrative guidance and legislation involving partnerships, real estate investment trusts, like-kind exchanges, and other issues. The many matters that Mr. Sowell 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, Mr. Sowell was an associate at King & Spalding LLP in Atlanta, Georgia. Mr. Sowell was chief tax editor of the Florida Law Review and was a graduate editor of New York University’s Tax Law Review.

Andrea M. Whiteway | Ernst & Young LLP

Andrea Macintosh Whiteway is a principal in the National Tax Department of Ernst & Young LLP, based in Washington, D.C. She has 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.

Andrea advises on forward and reverse like-kind exchanges and exchanges of tenancy in common interests in real estate. Andrea has been listed in the 2008 to 2017 editions of The Best Lawyers in America in the area of tax law and has also been selected as a fellow of the American College of Tax Counsel. She is ranked by The Legal 500 United States and Chambers USA as a leader in her field. Washingtonian Magazine named her as one of the top lawyers in Washington, D.C.

Andrea is also recognized in Washington D.C. Super Lawyers. She is AV rated by MartindaleHubbell and has the highest rating by AVVO. Andrea had the honor of being the first woman to serve as chair of the Real Estate Committee of the American Bar Association Section of Taxation and currently serves on the Section of Taxation Nominating Committee. She also serves as Chair of the Federal Taxation of Real Estate Committee of the American Bar Association Section of Real Property, Trusts and Estates. She serves on the Advisory Board of the NYU Institute on Federal Taxation. She is also a former member of the steering committee of the District of Columbia Bar Section of Taxation and a past Chair of its Passthroughs and Real Estate Committee.

Andrea is an active member of Urban Land Institute. She also serves on the Tax Policy Advisory Committee of the Real Estate Roundtable and is a member of the National Association of Real Estate Investment Trusts. Andrea is the author of over 100 professional articles and has delivered more than 100 lectures on tax topics at conferences across the United States, including at the Tax Executives Institute, NYU Federal Tax Institute, Texas Federal Tax Institute, Tulane Tax Institute, ABA Tax Section Meetings, AICPA Conferences, ALIABA and Practising Law Institute seminars, University of Texas School of Law Tax Conference, Federal Bar Association and District of Columbia Bar Association programs. Andrea was recognized as one of Maryland’s Top 100 Women for 2007 by The Daily Record which presents this award to “high-achieving Maryland women who are making an impact through their leadership, community service and mentoring.”

Richard Blumenreich | KPMG

Richard Blumenreich is principal-in-charge of the Washington National Tax-Incentivized Transactions, Leasing, and Energy group. For his prior 20 years at KPMG, he was a principal in the Washington National Tax Passthoughs Group. He focuses primarily on tax issues relating to tax credits, partnerships, depreciation, amortization of intangibles, and leasing.

Prior to joining KPMG, Rich was with the Internal Revenue Service’s Office of Chief Counsel (1985-1993) where he was an Assistant Branch Chief in the Office of the Assistant Chief Counsel (Passthroughs & Special Industries) and an Attorney-Advisor in the Legislation and Regulations Division. While at the IRS, he worked extensively on regulations and rulings regarding the taxation of partnerships, depreciation, and tax credits.

Rich is a member of the Committee on Government Submissions of the American Bar Association (Tax Section) and is a former Chairman of the Capital Recovery and Leasing Committee of the American Bar Association (Tax Section). He has a bachelor’s degree in business and economics from Lehigh University and a law degree from Boston University.

Rich has written articles for various publications and has spoken at various conferences, including articles and speeches on rehabilitation tax and energy tax credits.

Julanne Allen | PwC

Ryan P. McCormick | The Real Estate Roundtable

Ryan McCormick is Senior Vice President and Counsel at The Real Estate Roundtable, where he oversees tax policy activities. The Real Estate Roundtable brings together leaders of the nation’s top real estate ownership, development, lending and management firms and leaders of major national real estate trade associations to jointly address key national policy issues. Most recently, Ryan coordinated industry-wide advocacy efforts in Washington focused on tax reform legislation. Ryan joined the Roundtable in 2013 after serving nearly 11 years in the U.S. Senate as a tax and economic policy advisor for Senators Daniel Patrick Moynihan, John Kerry, Joseph Lieberman, Bob Graham, and Bill Nelson. He also served as Staff Director of the Senate Finance Subcommittee on Fiscal Responsibility and Economic Growth. Previously, Ryan practiced tax law at Miller & Chevalier in Washington, D.C., the oldest tax law firm in the country. He is a graduate of Georgetown University (BS); Sciences-Po in Paris, France (CIEP); and the University of Texas School of Law (JD). From 2000 to 2001, Ryan researched tax reform in West Africa as a Fulbright Scholar.

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.

Megan Stoner | BDO USA

Experienced tax attorney focused on M&A transactions and consulting with proven expertise in partnership taxation.

DAY 1: THURSDAY, JUNE 6

COMPLEXITY AND PLANNING: THE GROUPING AND AGGREGATION RULES UNDER SECTIONS 469, 1411, 199A, AND 465 | 8:25am – 9:30am

The grouping, and the definition, of activities can be different under different sections of the law. These differences can result in material variances in the tax treatment of the same items of income and deduction, causing complexity and confusion in proper reporting. For example, aggregation of separate activities and/or flow through entities under the at-risk rules may be applied under different rules than passive activity grouping or the grouping of activities under Section 1411 tax (“NIIT”). Further, the aggregation rules under Section 199A are different than those under Section 465 but are similar to those under Section 469 (with certain exceptions). The differences in how these rules are applied create complexities and material tax differences when reporting on tax returns. This session discusses the issues under these varying grouping rules.

Paul H. Wilner, CPA, Advisor, Grossberg Company, Bethesda, MD

DEALER V. INVESTOR: CONCEPTS AND PLANNING | 9:30am – 10:45am

It is critically important to distinguish between dealer and investor status as to real property dispositions due to the significant capital gains rate preference and other potential tax implications. These include, for example, the risk of a confiscatory tax on dealer gains for REIT sellers, and, more recently, the IRS’s successful use of a dealer challenge to limit the charitable deduction in certain syndicated conservation easement transactions. This presentation examines old and new dealer case law and rulings, the various factors that bear on the inquiry, and the tax consequences of being a dealer or investor.

Peter J. Genz, Esq., Retired Partner, King & Spalding, Atlanta, GA

Break | 10:45am – 11:00am

HOT TOPICS IN LIKE KIND EXCHANGES | 11:00am – 12:15pm

This panel covers a wide variety of recent developments and trends involving like kind exchanges of real property, including partnership split-ups, parking arrangements within and outside the safe harbor, construction exchanges, leases, pre- and post-exchange debt refinancing, transfers in foreclosure and related party transactions.

Glenn M. Johnson, Esq., Principal, EY, Washington, DC
Robert D. Schachat, Esq., Managing Director, BDO USA, Washington, DC

Lunch | 12:15pm – 1:00pm

POST-LUNCHEON ADDRESS: ASK THE EXPERTS | 1:00pm – 1:45pm

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

Glenn M. Johnson, Esq., Principal, EY, Washington, DC
Brian J. O’Connor, Esq., Partner, Venable, Washington, DC
Robert D. Schachat, Esq., Managing Director, BDO USA, Washington, DC
Steven R. Schneider, Esq., Partner, Hogan Lovells, Washington, DC
Andrea M. Whiteway, Esq., Principal, EY, Washington, DC
Paul H. Wilner, CPA, Advisor, Grossberg Company, Bethesda, MD

CONCEPTS AND CONTEXT IN PARTNERSHIP CAPITAL SHIFTS | 1:45pm – 3:00pm

The oscillating aggregate versus entity approach in the partnership world raises the question of whether a movement of liquidation value between partners is treated as a taxable shifting of the underlying asset value among the partners. Capital shifts often result from legitimate economic negotiations between partners as to how they share the bundle of rights that comprises a partnership interest and may have the blessing of Section 721 while others relating to service performance do not have the same protection. This panel covers the origin of the capital shift concept, the legal developments on the topic, and an analysis of a variety of fact patterns that can raise capital shift concerns.

Brian J. O’Connor, Esq., Partner, Venable, Washington, DC
Steven R. Schneider, Esq., Partner, Hogan Lovells, Washington, DC

Break | 3:00pm – 3:15pm

LEASING PROPERTY IN A TROUBLED REAL ESTATE ENVIRONMENT | 3:15pm – 4:30pm

The federal income tax ramifications from different Landlord/Tenant lease negotiation incentives and structures in a tenant favorable market, including: rent reductions; rent holidays; tenant inducement payments; tenant allowances; and landlord improvements.

Glenn M. Johnson, Esq., Principal, EY, Washington, DC
Kate Abdoo, Esq., Principal, Washington National Tax, RSM US, Washington, DC

TROUBLED BUSINESS WORKOUTS | 4:30pm – 5:30pm

This presentation covers the issues associated with troubled businesses and debt restructuring/workouts with a focus on partnerships and real estate.

James B. Sowell, Esq., Principal, KPMG, Washington, DC

DAY 2: FRIDAY, JUNE 7

CREATIVE DEAL STRUCTURES | 8:45am – 10:00am

This session covers creative real estate deal structures related to transactions involving both the entry and exit from joint ventures, recapitalizations, revaluations, preserving negative capital accounts, debt and equity planning, REIT planning, and other tax-focused transactional planning.

Andrea M. Whiteway, Esq., Principal, EY, Washington, DC

UPDATE ON RECENT AND PENDING DEVELOPMENTS FROM THE GOVERNMENT PERSPECTIVE | 10:00am – 10:45am

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 views of key government officials about what’s important, why it’s important, and what the government is doing about it.

Richard G. Blumenreich, Esq., Special Counsel to Associate Chief Counsel (Passthroughs and Special Industries), Internal Revenue Service, Washington, DC
Speaker TBD, US Department of the Treasury, Washington, DC

Break | 10:45am – 11:00am

TAX INCENTIVES INCLUDING THE INFLATION REDUCTION ACT, SECTION 179D, AND OPPORTUNITY ZONES | 11:00am – 12:00pm

This discussion addresses a variety of tax strategies available to real estate investors. The Inflation Reduction Act update federal tax credits available for investments in renewable energy, including methods to monetize these credits. Section 179D provides a mechanism for accelerating deductions for certain investments in property that increase a building’s energy efficiency. Finally, investment in opportunity zone property can temporarily defer recognition of capital gain, and in some cases eliminate gain on opportunity zone investment’s appreciation.

Julanne Allen, Esq., Principal, PwC US Tax, Washington, DC

Lunch | 12:00pm – 1:00pm

POST-LUNCHEON ADDRESS: LEGISLATIVE OUTLOOK FOR REAL ESTATE | 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.

Ryan P. McCormick, Esq., Senior Vice President and Counsel, The Real Estate Roundtable, Washington, DC

CREATIVE PLANNING FOR CROSS-BORDER REAL ESTATE INVESTMENT | 2:00pm – 3:15pm

This presentation discusses structures to own US real estate in a tax efficient manner, special concerns when a non-US person becomes a partner in a partnership or investment fund owning US real estate or mortgage debt and use of related party debt to reduce US tax exposure.

David Friedline, Esq., Partner Deloitte Tax, New York, NY
Michael Hirschfeld, Esq., Managing Director, Andersen Tax, New York, NY

Break | 3:15pm – 3:30pm

PLANNING FOR PARTNERSHIP CONTINUITY IN RESTRUCTURING TRANSACTIONS | 3:30pm – 4:45pm

With the enactment of the Tax Cuts and Jobs Act, planning into a technical termination of a partnership is a thing of the past. However, most partnership restructuring transactions continue to entail an assessment of whether a partnership continues or is terminated for federal tax purposes under section 708. In the post TCJA landscape, section 708(a) provides that an existing partnership continues if it is not terminated, and section 708(b)(1) provides that a partnership is considered terminated “only if no part of any business, financial operation, or venture of the partnership continues to be carried on by any of its partners in a partnership.” The simplicity of the rule has resulted in various interpretations of section 708(b)(1). This session explores various approaches to the application of section 708(b)(1) in the context of reorganizations and restructuring transactions involving partnerships and highlights potential planning considerations to keep in mind when dealing with such transactions.

Megan Stoner, Esq., Managing Director, BDO USA, Potomac, MD