Introduction to Partnerships Taxation 2024 (presented by NYU School of Professional Studies) [Day 2]

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

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 LLP

Justin S. Cohen is a counsel 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 and leasing transactions, corporate finances, securities offerings and bankruptcy and financial restructurings. He also has experience working on the tax aspects of cross-border investment structuring and private equity and hedge fund formation. Justin regularly counsels private foundations and other not-for-profit entities on a variety of compliance issues.

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.

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.

Steven R. Schneider, Esq. | 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.

Matthew Busta, CPA | KPMG

Matt is a managing director in the Passthroughs group of KPMG’s Washington National Tax practice. He joined the Washington National Tax practice after spending over four years serving clients in KPMG’s Business Tax Services practices in Chicago and Minneapolis.

As a member of the Passthroughs group, Matt provides consulting services to partnership clients throughout the firm. These consulting activities have included advising on technical issues for partnership transactions, modeling tax consequences of large transactions, working with client delivery teams to develop allocation templates and writing memorandums and opinions on complex partnership issues. Matt is a frequent instructor at trainings inside the firm and externally to clients. He has also written articles for publication within the firm and externally.

Matt is a member of the AICPA Partnership Technical Resource Panel and an editorial advisor for The Tax Adviser. Matt has been involved in the development of KPMG’s passthrough technology, notably Asset Management Platform. He participated in focus groups from the product’s beginning stages and consulted on tax technical issues throughout the product’s development.

Matt has also provided compliance services for a variety of foreign and domestic clients within the financial services industry including: banks, mutual funds, hedge funds, alternative investment funds, and insurance companies.

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.

Morgan Hann, CPA | BDO USA

DAY 1: MONDAY JULY 22

INTRODUCTION, CHOICE OF ENTITY AND FORMATION | 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.

Charles R. Bogle, Esq., Partner, Morgan, Lewis & Bockius, New York, NY
Justin S. Cohen, Esq., Counsel, Hughes Hubbard & Reed, New York, NY

Break | 10:00am – 10:15am

Lunch | 12:00pm – 1:00pm

PARTNERSHIP OPERATIONS | 1:00pm – 2:30pm, 2:45pm – 4:30pm

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

James Gouwar, Esq., Partner, Clifford Chance, New York, NY

Break | 2:30pm – 2:45pm

DAY 2: TUESDAY, JULY 23

NONRECOURSE ALLOCATIONS | 8:30am – 10:00am, 10:15am – 12:00pm

Allocations of nonrecourse debt and nonrecourse deductions.

Alan Kravitz, Esq., Partner, Hughes Hubbard & Reed, New York, NY

Break | 10:00am – 10:15am

Lunch | 12:00pm – 1:00pm

PARTNERSHIP DISTRIBUTIONS | 1:00pm – 2:00pm

Current and liquidating distributions, disproportionate distributions

Alan Kravitz, Esq., Partner, Hughes Hubbard & Reed, New York, NY

Break | 2:00pm – 2:15pm

PARTNER-PARTNERSHIP TRANSACTIONS | 2:15pm – 4:30pm

Disguised sales and other partner-partnership transactions.

Steven R. Schneider, Esq., Partner, Hogan Lovells, Washington, DC
Matthew Busta, CPA, Managing Director, KPMG, Philadelphia, PA

DAY 3: WEDNESDAY, JULY 24

TRANSFERS OF PARTNERSHIP INTERESTS | 8:30am – 10:00am

Sales and purchases of partnership interests.

James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY
Hannah Richard, Esq., Counsel, Clifford Chance New York, NY

Break | 10:00am – 10:15am

RETIREMENT AND DEATH OF A PARTNER | 10:15am – 12:00pm

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

James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY
Hannah Richard, Esq., Counsel, Clifford Chance New York, NY

Lunch | 12:00pm – 1:00pm

HOT TOPICS | 1:00pm – 2:00pm

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

James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY
Morgan Hann, CPA, Managing Director, BDO USA, Stamford, CT

Break | 2:00pm – 2:15pm

THE TROUBLED PARTNERSHIP | 2:15pm – 3:30pm

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

James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY
Morgan Hann, CPA, Managing Director, BDO USA, Stamford, CT

SUMMING UP | 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.

James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY