Introduction to Partnerships Taxation 2023 (presented by NYU School of Professional Studies)

Charles R. Bogle, Esq | Morgan, Lewis & Bockius

Charles (Chuck) Bogle’s practice covers a wide range of federal income tax-related matters, with a principal focus on the tax aspects of structured finance transactions. Chuck represents sponsors, managers, and underwriters in collateralized bond, loan, and debt obligation transactions, as well as issuers and underwriters in various asset-backed and insurance-related transactions, including credit card, auto loan, marketplace loan, payment plan, and mortgage securitizations. In addition, Chuck has a depth of knowledge regarding the tax aspects of both taxable and tax-free mergers, acquisitions and dispositions, particularly in the investment management space.

Justin S. Cohen, Esq. | Hughes Hubbard & Reed

Justin S. Cohen is an associate in the New York office of Hughes Hubbard & Reed LLP. He focuses on the tax aspects of domestic and international mergers, acquisitions, and spin-offs, aviation and equipment finance transactions, and bankruptcy and financial restructurings. He also has experience working on the tax aspects of cross-border investment structuring, private equity and hedge fund formation, corporate finances and securities offerings. Justin regularly counsels private foundations and other not-for-profit entities on a variety of compliance issues.

Sean Austin, Esq. | KPMG

Alan Kravitz, Esq. | Hughes Hubbard & Reed

Alan Kravitz focuses his practice on the tax aspects of domestic and international mergers and acquisitions, joint ventures and structured finance. He has deep experience in aviation finance and equipment finance transactions, in which he has provided tax advice to underwriters, issuers, lenders and other involved parties. He assists companies and funds with tax matters relating to the acquisition and disposition of subsidiaries and portfolio companies, both domestic and multinational, with a particular focus on the media and technology, telecommunications and transport and logistics sectors. He also advises sponsors on tax considerations relating to the formation and structure of private equity funds.

Andrew Lau | MN8 Energy

Steven R. Schneider, Esq. | Stroock & Stroock & Lavan

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.

Matthew Busta, CPA | KPMG

Matt is a managing director in the Passthroughs Group of KPMG’s Washington National Tax practice. He works with partnership clients across a variety of industries and he assists clients in modeling the tax consequences of partnership transactions, developing complex allocation templates, and writing memorandums and opinions on partnership technical issues. He is a former member of the AICPA’s Partnership Tax Technical Resource Panel and serves on the editorial advisory board for the organization’s magazine, The Tax Advisor.

James A. Gouwar, Esq. | Clifford Chance

Jim Gouwar’s practice concentrates on the tax aspects of structured finance transactions such as mortgage- and asset-backed transactions, collateralized loan and debt obligations (cash and synthetic) and real estate mortgage investment conduits (REMICs).
Jim has been involved in the development of a number of innovative securitization structures and has worked with a broad range of financial assets.

Jim has experience with private equity funds, hedge funds, regulated investment companies, and other pooled investment vehicles.

Hannah Richard, Esq. | Clifford Chance

Hannah Richard is in the firm’s Tax, Pensions & Employment group focusing on partnership and corporate taxation.

Hannah advises clients on the U.S. federal tax aspects of a variety of domestic and international matters, including real estate transactions, investment funds, private equity investments, mergers and acquisitions, equipment leasing, securitizations, and capital markets transactions.

Megan Stoner, Esq. | BDO USA

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

Robert D. Schachat, Esq. | BDO USA

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.

Michael Hurwitz, CPA | Withum

With over 35 years of experience working for both public and private companies in the real estate sector, Michael is a Partner that specializes in negotiations, including structuring and implementing strategic transactions, tax due diligence assignments, mergers and acquisitions and many other special tax and non-tax projects. He has a deep understanding of tax department operations in regional and global firms and has a vast knowledge of real estate tax issues, public and private real estate investment trusts (REITs), opportunity funds, portfolio restructurings, acquisitions and dispositions, partnership taxation and core tax compliance matters.

Michael also has experience in negotiations, including structuring and implementing strategic transactions, tax due diligence assignments, mergers and acquisitions and many other special tax and non-tax projects.

Charles Kaufman, Esq. | KPMG

DAY 1: MONDAY, JULY 24, 2023

INTRODUCTION, CHOICE OF ENTITY AND FORMATION – Kathleen Costello, CMP, Assistant Director, NYU School of Professional Studies, New York, NY, Charles R. Bogle, Esq., Partner, Morgan, Lewis & Bockius, New York, NY, Justin S. Cohen, Esq., Associate, Hughes Hubbard & Reed, New York, NY | 8:25am – 10:00am; 10:15am – 12:00pm

Introduction; choice of entity considerations; entity classification and restrictions on partnership status. Formation of a partnership nonrecognition, beginning book and tax capital account and beginning basis; taxable year; methods of accounting.

BREAK | 10:00am – 10:15am

INTRODUCTION, CHOICE OF ENTITY AND FORMATION – Continued | 10:15am – 12:00pm

LUNCH RECESS | 12:00pm – 1:00pm

PARTNERSHIP OPERATIONS – Sean Austin, Esq., Managing Director, KPMG, New York, NY, Charles Kaufman, Esq., Managing Director, KPMG, New York, NY | 1:00pm – 2:30pm; 2:45pm – 4:30pm

Effect of partnership operations on tax and book capital accounts and basis; special allocations.

BREAK | 2:30pm – 2:45pm

PARTNERSHIP OPERATIONS – Continued | 2:45pm – 4:30pm

DAY 2: TUESDAY, JULY 25, 2023

NONRECOURSE ALLOCATIONS – Alan Kravitz, Esq., Counsel, Hughes Hubbard & Reed, New York, NY, Andrew Lau, Vice President, Head of Tax, MN8 Energy, New York, NY | 8:30am – 10:00am; 10:15am – 12:00pm

Allocations of nonrecourse debt and nonrecourse deductions.

BREAK | 10:00am – 10:15am

NONRECOURSE ALLOCATIONS – Continued | 10:15am – 12:00pm

LUNCH RECESS | 12:00pm – 1:00pm

PARTNERSHIP DISTRIBUTIONS – Alan Kravitz, Esq., Counsel, Hughes Hubbard & Reed, New York, NY, Andrew Lau, Vice President, Head of Tax, MN8 Energy LLC, New York, NY | 1:00pm – 2:00pm

Current and liquidating distributions, disproportionate distributions

BREAK | 2:00pm – 2:15pm

PARTNER-PARTNERSHIP TRANSACTIONS – Steven R. Schneider, Esq., Partner, Stroock & Stroock & Lavan, Washington, DC, Matthew Busta, CPA, Managing Director, KPMG, Philadelphia, PA | 2:15pm – 4:30pm

Disguised sales and other partner-partnership transactions.

DAY 3: WEDNESDAY, JULY 26, 2023

TRANSFERS OF PARTNERSHIP INTERESTS – James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY, Hannah Richard, Esq., Counsel, Clifford Chance New York, NY | 8:30am – 10:00am

Sales and purchases of partnership interests.

BREAK | 10:00am – 10:15am

RETIREMENT AND DEATH OF A PARTNER – James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY, Hannah Richard, Esq., Counsel, Clifford Chance New York, NY | 10:15am – 12:00pm

Consequences under subchapter K, including effect on timing and character of income.

LUNCH RECESS | 12:00pm – 1:00pm

HOT TOPICS – James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY, Megan Stoner, Esq., Managing Director, BDO USA, Potomac, MD | 1:00pm – 2:30pm

An overview of recent developments in the law and in the uses of partnerships.

BREAK | 2:30pm – 2:45pm

THE TROUBLED PARTNERSHIP – James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY, Robert D. Schachat, Esq., Managing Director, National Tax, BDO USA, Washington, DC | 2:45pm – 3:30pm

Workouts; foreclosure; deed in lieu; abandonment of partnership interest.

SUMMING UP – James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY, Michael Hurwitz, CPA, Partner, Withum, New York, NY | 3:30pm – 4:30pm

Work through a partnership tax return and a sample partnership agreement with emphasis on the tax-sensitive provisions, such as capital account maintenance, book-ups, choice of allocation methods under Section 704(c), allocation and distribution provisions, and liquidation provisions.