Introduction to Partnerships Taxation Conference [Day 3]

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.

Chuck also has more than two decades of experience with the tax considerations relevant to sponsors and managers of investment funds, including hedge funds and private equity funds. In addition, he has a deep background in the tax aspects of various types of financings, and with the tax aspects of leveraged ESOP transactions.

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.Michael received his B.A. cum laude from Columbia College and his J.D. from New York University Law School. He clerked on the U.S. Tax Court for the Honorable James S. Halpern from 1991-1993.

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.

Sam Kamyans, Esq. | Allen & Overy

Sam is a partner in the global Projects, Energy, Natural Resources and Infrastructure practice, based in our Washington, D.C. office. He is well regarded for his expertise in partnership tax structuring and negotiating key tax deal points in a wide array of transactions focused on financing renewable energy infrastructure, and brings unique expertise in carbon capture transactions. In addition, he has significant experience negotiating and advising domestic and international taxpayers in mergers and acquisitions focusing on implementing tax-efficient cross border deals.

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.

Rebecca Pereira, Esq. | Clifford Chance

Rebecca Pereira has experience providing tax and structuring advice for a wide variety of domestic and international financial and business transactions, including cross-border financings, investment funds, private equity investments, real estate transactions, mergers and acquisitions and capital markets transactions.

Rebecca also advises multinational financial institutions and fund managers on FATCA compliance and related matters.

Robert Schachat, Esq. | BDO

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.

Mike Horwitz, CPA | BDO

Michael is the executive director of BDO Alliance USA, the largest association of U.S.-based independent accounting, tax and advisory firms, comprised of over 215 CPA firms and 100 advisory firms and vendors (Business Resource Network). Michael leads a team of 20 professionals dedicated to maximizing the value of collaboration between member firms, as well as with BDO in the USA and BDO Global. When national firm resources are deployed in local communities through entrepreneurial CPA firms, everybody wins.

Michael joined BDO’s Alliance team in 2002. He was previously a tax partner with a Big Four firm, where he helped to create an Alliance with independent accounting firms.

Sean Austin, Esq. | KPMG

Managing Director at KPMG.

Beverly Katz, Esq. | KPMG

Director at KPMG.

Monisha Santamaria | KPMG

Principal, Washington National Tax.

DAY 1: MONDAY, JULY 18, 2022

Introduction, Choice of Entity and Formation – Charles R. Bogle, Esq., Justin S. Cohen, Esq. | 8:30am – 10:00am

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 – Charles R. Bogle, Esq., Justin S. Cohen, Esq. | 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.

Lunch Break | 12:00pm – 1:00pm

Partnership Operations – Sean Austin, Esq., Beverly Katz, Esq. | 1:00pm – 2:30pm

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

Break | 2:30pm – 2:45pm

Partnership Operations – Sean Austin, Esq., Beverly Katz, Esq. | 2:45pm – 4:30pm

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

DAY 2: TUESDAY, JULY 19, 2022

Nonrecourse Allocations, Partnership Distributions – Alan Kravitz, Esq. | 8:30am – 10:00am

Allocations of nonrecourse debt and nonrecourse deductions. Current and liquidating distributions, disproportionate distributions.

Break | 10:00am – 10:15am

Nonrecourse Allocations, Partnership Distributions – Alan Kravitz, Esq. | 10:15am – 12:00pm

Allocations of nonrecourse debt and nonrecourse deductions. Current and liquidating distributions, disproportionate distributions.

Lunch Break | 12:00pm – 1:00pm

Partner-Partnership Transactions – Sam Kamyans, Esq., Monisha Santamaria | 1:00pm – 2:30pm

Disguised sales and other partner-partnership transactions.

Break | 2:30pm – 2:45pm

Partnership Distributions – Sam Kamyans, Esq., Monisha Santamaria | 2:45pm – 4:30pm

Current and liquidating distributions; disproportionate distributions.

DAY 3: WEDNESDAY, JULY 13, 2022

Transfers Of Partnership Interests – James A. Gouwar, Esq., Rebecca Pereira, Esq. | 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., Rebecca Pereira, Esq. | 10:15am – 12:00pm

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

Lunch Break | 12:00pm – 1:00pm

Hot Topics – James A. Gouwar, Esq., Rebecca Pereira, Esq., Robert Schachat, Esq. | 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., Robert Schachat, Esq. | 2:45pm – 3:30pm

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

Summing Up – James A. Gouwar, Esq., Mike Hurwitz, CPA | 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.