Like-Kind Exchange 2023 (presented by NYU School of Professional Studies) (Day – 2)

William V. Horan, CES | Realty Exchange Corporation

Bill is president and owner of Realty Exchange Corporation and an IRC Section 1031 Exchange educator.

William “Bill” Horan, an officer of the company since 1991, joined the company full-time in 2002 and became its president and owner in 2009. Bill is a past president and board member of the Federation of Exchange Accommodators (FEA), www.1031.org, the national organization of Qualified Intermediaries, and carries its Certified Exchange Specialist® (CES®) designation. Additionally, he has received its President’s award for outstanding dedication and service twice.

Bill was actively involved with the passage of the Virginia law regulating the Qualified Intermediary business in Virginia. He is also actively involved with exchange regulations at the state and national level with Congress, IRS, and Treasury.

As an approved continuing education instructor, Bill has taught hundreds of 1031 exchange classes to students (real estate agents, investors, attorneys, accountants, settlement agents, etc.) throughout the Washington DC and Mid-Atlantic area over the last 17 years.

Glenn M. Johnson, Esq. | Ernst & Young

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.

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.

Aaron S. Gaynor, Esq. | Roberts & Holland

Aaron Gaynor concentrates on real estate transactions and ventures, with a particular focus on section 1031 exchanges and qualified opportunity zone transactions. Additionally, he advises on real estate investment trust (REIT) matters.

As of 2019, he is the co-author of the Bloomberg Tax Portfolio (formerly BNA Tax Management Portfolio) Taxfree Exchanges Under Section 1031.

He received his LL.M. in Taxation from New York University School of Law; his J.D. from Benjamin N. Cardozo School of Law, and B.A. cum laude in Economics from Brandeis University. Aaron was articles editor of the Cardozo Arts & Entertainment Law Journal.

Matthew E. Rappaport, Esq. | Falcon Rappaport & Berkman PLLC

Matthew chairs FRB’s Taxation and Private Client Groups. He concentrates his practice in Taxation as it relates to Real Estate, Closely Held Businesses, Private Equity Funds, Family Offices and Trusts & Estates. He advises clients regarding tax planning, structuring, and compliance for commercial real estate projects, all stages of the business life cycle, generational wealth transfer, family business succession, and executive compensation. He also collaborates with other attorneys, accountants, financial advisors, bankers, and insurance professionals when they encounter matters requiring a threshold level of tax law expertise.

Matthew is known for his work on complex deals involving advanced tax considerations, such as Section 1031 Exchanges, the Qualified Opportunity Zone Program, Freeze Partnerships, Private Equity Mergers & Acquisitions, and Qualified Small Business Stock. He has served as a trusted advisor for prominent real estate funds, executives of multinational corporations, venture capitalists, successful startup businesses, ultra-high net worth families, and clients seeking creative solutions to seemingly intractable problems requiring tax-focused analysis.

Terence F. Cuff, Esq. | Loeb & Loeb

Terry Cuff has more than 44 years of experience in the areas of partnership taxation, real estate taxation, and taxation of real estate investment trusts. Terry is also the author of a treatise on tax problems related to drafting partnership agreements, partnership tax, and related issues, Drafting and Understanding Partnership and LLC Allocation and Distribution Provisions, 2022 ed. (Thomson Reuters). Additionally, Terry is experienced in utilizing Excel to solve advanced tax and finance problems.

Louis S. Weller, Esq. | Weller Partners

Lou Weller leads firm’s real estate, transactions and tax practice. He previously served as National Director of Real Estate Transaction Planning and National Director, Like Kind Exchange Services at Deloitte Tax LLP and was Of Counsel to the national law firm, Bryan Cave LLP.

Lou has practiced tax and business law for more than 40 years. He has extensive experience designing and implementing strategies for real estate and business asset acquisitions, transfers, exchanges, leases, financing, work-outs, business start-ups, limited liability companies, partnership and joint venture formations, transactions involving REITs, capital raising through placement of partnership interests and stock, as well as counseling clients on achieving business and personal tax planning objectives. He also owned and for more than 20 years operated a like kind exchange qualified intermediary business.

Lou is the Real Estate Department editor of the Journal of Taxation, has published extensively in professional publications and is the past Chair of the Real Estate Committee, American Bar Association Tax Section and of that committee’s Subcommittee on Like-Kind Realty Exchanges. He is also past Chair of the Taxation Section, Bar Association of San Francisco, the San Francisco Tax Club and of the Federal Taxation of Real Estate Transactions Committee, American Bar Association Real Property, Probate and Trust Section. Lou serves as Co-Chair of the annual Jeremiah Long Advanced Seminar on Internal Revenue Code Section 1031 and has also served as a member of the State Bar of California Taxation Section Executive Committee and on the Board of Directors of the Tenant in Common Association (now the Alternative and Direct Investment Securities Association). He is an elected Fellow of the American College of Tax Counsel.

Lou graduated cum laude with a B.A. in Political Science from Yale University and earned concurrent J.D. and Masters in Public Policy degrees from the University of California, Berkeley. While in law school, he served as an editor of the California Law Review and a member of the Moot Court Board.

In addition to his law practice, Lou has served as Chair of the Board of Trustees of the Cancer Prevention Institute of California and as chair of the Town of Tiburon Planning Commission. He lives in Tiburon, California and has one daughter. In his spare time he travels, plays mediocre golf and is trying to regain the wicked tennis backhand of his youth.

Alexa T. Dubert, Esq. | Internal Revenue Service

David Shechtman, Esq. | Flaster Greenberg PC.

David Shechtman is a shareholder in Flaster Greenberg’s Business & Corporate Department.

Having practiced tax and business law for more than 40 years, Mr. Shechtman has extensive experience ensuring LLCs, partnerships, and corporations comply with, federal, state, and local tax laws; structuring their business operations and transactions in a tax efficient manner, and handling tax controversies. As highlighted below, and in addition to his wide-ranging general tax practice, Mr. Shechtman is one of the country’s leading experts on tax-deferred, like-kind exchanges.

Like-Kind Exchanges

Mr. Shechtman manages a national practice implementing complex like-kind exchanges of real estate for major oil and gas, telecommunications, and transportation companies, as well as real estate investment trusts (REITs) and other real estate owners and investors. His forms of exchange documents are widely used in the industry, and he has served as an expert witness in several lawsuits involving like-kind exchange issues.

David is a thought leader on these exchanges and other tax topics and has been quoted frequently on tax issues in the Wall Street Journal and other business publications. Since 1995, he has spoken at every national conference on advanced like-kind exchange issues sponsored by the Center for Professional Seminars. In addition, he is a regular speaker at conferences sponsored by the ABA Tax Section, the Pennsylvania Bar Institute (PBI), and the NYU and USC Institutes on Federal Taxation.

Qualified Opportunity Zones

When the 2017 Tax Cut and Jobs Act added new tax incentives for investments in qualified opportunity zone (QOZ) funds, David began working with numerous taxpayers seeking to defer and exclude otherwise taxable capital gains by investing in QOZ funds for projects in certain low-income census tracts. David has spoken at several ABA Tax Section panels on QOZs and was part of the ABA Tax Section task force that commented on the U.S. Treasury’s two sets of Proposed QOZ regulations.

Litigation Settlements

David is also one of the most prominent advisors on tax consequences of litigation settlements and awards including structured settlements and qualified settlement funds. He has obtained two of the most significant IRS private letter rulings on these issues.

Anne E. Andrews, CPA | PwC

Anne Elizabeth Andrews, CPA is an IRS registered tax preparer in San Jose, California. Anne Elizabeth Andrews is associated with Pricewaterhousecoopers Llp. If you are a taxpayer or a small business owner and looking for some assistance in tax filing preparation then Anne Elizabeth Andrews can be of assistance to you.

DAY 1: THURSDAY, JULY 27, 2023

BASICS – Kathleen Costello, CMP, Assistant Director, NYU School of Professional Studies, New York, NY, Alexa T. Dubert, Esq., Senior Technician Reviewer, Branch 4, Office of Associate Chief Counsel (Income Tax & Accounting), Internal Revenue Service, Washington, DC, William V. Horan, CES, President, Realty Exchange Corporation, Gainesville, VA, Glenn M. Johnson, Esq., Principal, EY, Washington, DC, Robert D. Schachat, Esq., Managing Director, BDO USA, Washington, DC | 8:25am – 9:45am

Review of basic requirements for a like-kind exchange, including the definitions of “real property” and “like-kind.”

ETHICS – Aaron S. Gaynor, Esq., Partner, Roberts & Holland, New York, NY, William V. Horan, CES, President, Realty Exchange Corporation, Gainesville, VA, Matthew E. Rappaport, Esq., Partner, Falcon Rappaport & Berkman PLLC, New York, NY | 9:45am – 11:00am

Ethics issues, including professional standards for tax advice, conflicts of interest and preparation of documents.

Break | 11:00 – 11:15am

PARTNERSHIP DIVISIONS – Terence F. Cuff, Esq., Counsel, Loeb & Loeb, Los Angeles, CA, Matthew E. Rappaport, Esq., Partner, Falcon Rappaport & Berkman PLLC, New York, NY , Louis S. Weller, Esq., Weller Partners, Sausalito, CA | 11:15am – 12:30pm

Structuring like-kind exchanges where some partners want cash and others seek like- kind exchanges, or partners seek exchanges into separate replacement properties, including comparison of special allocations of boot, partnership distribution of tenancy-in-common interests in partnership property (drop and swap), including DST conversion (synthetic drop and swap), distribution of QI or buyer’s note and partnership division.

Lunch Recess | 12:30pm – 2:00pm

PARTNERSHIP TRANSACTIONS – Aaron S. Gaynor, Esq., Partner, Roberts & Holland, New York, NY, Robert D. Schachat, Esq., Managing Director, BDO USA, Washington, DC, David Shechtman, Esq., Shareholder, Flaster Greenberg PC, Conshohocken, PA | 2:00pm – 3:15pm

Acquisitions and dispositions of partnership interests and other partnership transactions involving like-kind exchanges.

Break | 3:15pm – 3:30pm

PARKING – Anne E. Andrews, CPA, Partner, PwC, San Jose, CA, Alexa T. Dubert, Esq., Senior Technician Reviewer, Branch 4, Office of Associate Chief Counsel (Income Tax & Accounting), Internal Revenue Service, Washington, DC, Glenn M. Johnson, Esq., Principal, EY, Washington, DC, David Shechtman, Esq., Shareholder, Flaster Greenberg PC, Conshohocken, PA | 3:30pm – 4:30pm

Parking relinquished or replacement property within or outside the safe harbor of Rev. Proc. 2000-37 and exchanges into build-to-suit replacement property.

DAY 2: FRIDAY, JULY 28, 2023

DSTs & TICs – Terence F. Cuff, Esq., Counsel, Loeb & Loeb, Los Angeles, CA, Louis S. Weller, Esq., Weller Partners, Sausalito, CA | 8:30am – 9:30am

Exchanges into and out of a tenancy-in-common or a Delaware statutory trust, including variances from the requirements of Rev. Proc. 2002-22 and Rev. Rul. 2004-86.

Break | 9:30am – 9:45am

COST SEG, DEPRECIATION RECAPTURE, INSTALLMENT SALES & OTHER ISSUES – Anne E. Andrews, CPA, Partner, PwC, San Jose, CA, Glenn M. Johnson, Esq., Principal, EY, Washington, DC | 9:45am – 10:45am

Impact of cost seg studies on relinquished and replacement property, interplay of sections 1031 and 1245, installment sales and other like-kind exchange issues.

ASK THE SPEAKERS – All Panelists | 10:45am – 11:45am

Open Questions & Answers