Like-Kind Exchange 2024 (presented by NYU School of Professional Studies) [Day 2]

Alexa T. Dubert, Esq. | Internal Revenue Service

William V. Horan, CES | Realty Exchange Corporation

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, Federal Taxation of Real Estate investment Trusts. 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 Partnerships and Real Estate Committees of the ABA Section of Taxation. NYU Law School, LL.M. in taxation; Columbia University Law School, J.D; Massachusetts institute of Technology, S.B., Phi Beta Kappa

Aaron S. Gaynor, Esq. | Roberts & Holland LLP.

Aaron Gaynor concentrates on real estate partnerships and real estate investment trusts (REITs), with a particular focus on section 1031 exchanges, the acquisition of private REITs, qualified opportunity zone (QOZ) investments, and distressed debt restructurings. 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; J.D. from Benjamin N. Cardozo School of Law; and B.A. cum laude in Economics from Brandeis University.

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

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 LLP

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.

Christopher A. Cunningham, Esq. | Elliott, Thomason & Gibson, LLP

Mr. Cunningham handles a wide array of tax issues for a broad spectrum of clients, from highly sophisticated international investment funds to family-owned businesses, to local schools and religious organizations. He has practiced in all areas of business tax law, from C-corporations to partnership taxation, from public and private M&A transactions, from tax exempt entities to multi-state tax planning. He has particular experience and expertise in like-kind exchanges and taxation of real estate investments.

Prior to his legal career, Mr. Cunningham was educated as a computer scientist and worked for a number of years as an engineer in telecommunications security. He continues to apply the same engineering based practical and results-oriented approach to client problems, for which he has received specific praise from clients.

Mary B. Foster, Esq. | 1031 Services

As President of 1031 Services, Inc., Mary has been involved in thousands of exchanges as attorney and intermediary. She frequently lectures before CPAs, attorneys, and other professional groups on the topic of tax-deferred exchanges. She is co-author of Tax Free Exchanges Under §1031, a comprehensive treatise on Section 1031 exchanges, published by Thomson Reuters/West Publishing. Mary enjoys working on day to day exchange matters as well as structuring creative and complex exchange transactions.

She received her B.A. from the University of Michigan with honors in economics (1981) and her J.D. from Boalt Hall, University of California, Berkeley, where she was a member of Order of the Coif (1984). Prior to joining the company in 1996, she was a partner with the Seattle law firm of Tousley Brain Stephens.

Libin Zhang, Esq. | Fried, Frank, Harris, Shriver & Jacobson LLP

Libin Zhang advises clients on a diverse range of real estate, corporate, and international taxation matters.

Clients seek Libin’s representation in structuring property acquisitions, dispositions, cross-border joint ventures, complex leases, reorganizations, spin offs, and other tax-efficient transactions. Libin counsels real estate investment trusts (REITs), real estate funds and other asset managers, sovereign wealth funds, and other companies.

Libin is the author of Bloomberg BNA Portfolio T.M. 549-3rd, Passive Loss Rules (2020) and T.M. 6215-1st, Global Intangible Low-Taxed Income (GILTI) (2022). He has written about the 2017 tax reform legislation, including the paper “Qualified Opportunity Zones: Hot Tubs and Other Hot Topics” in Tax Notes (August 6, 2018), which was cited by the US Senate Committee on the Budget in Tax Expenditures: Compendium of Background Materials on Individual Provisions, 115th Cong. 2d Sess., S. Print 115-28, at 601 (December 2018).

Libin is recognized by Chambers USA: America’s Leading Lawyers for Business for Tax, where clients say that “He does a great job of providing practical advice to complex situations.” He is also recognized as a Top 25 OZ Influencer (Tax Specialist) by Opportunity Zone Magazine and by Legal 500 in the fields of US Taxes: Non Contentious and Real Estate Investment Trusts (REITs).

DAY 1: THURSDAY, JULY 25

BASICS | 8:25am – 9:30am 

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

Alexa T. Dubert, Esq., Senior Technician Reviewer, Branch 4, Office of 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

ETHICS | 9:30am – 10:30am

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

Alexa T. Dubert, Esq., Senior Technician Reviewer, Branch 4, Office of Chief Counsel (Income Tax & Accounting), Internal Revenue Service, Washington, DC
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

Break | 10:30am – 10:45am

CREDIT NET LEASE PROPERTY, DSTs & TICs | 10:45am – 11:45am

Exchanges into and out of credit net lease property or interests in a tenancy-in-common or a Delaware statutory trust.

Terence F. Cuff, Esq., Counsel, Loeb & Loeb, Los Angeles, CA
Christopher A. Cunningham, Esq., Partner, Elliott, Thomason & Gibson, Dallas, TX
Alexa T. Dubert, Esq., Senior Technician Reviewer, Branch 4, Office of Chief Counsel (Income Tax & Accounting), Internal Revenue Service, Washington, DC
Mary B. Foster, Esq., President, 1031 Services, Seattle, WA

Lunch | 11:45am – 1:15pm

PARTNERSHIP TRANSACTIONS | 1:15pm – 2:15pm

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

Aaron S. Gaynor, Esq., Partner, Roberts & Holland, New York, NY
Robert D. Schachat, Esq., Managing Director, BDO USA, Washington, DC
Libin Zhang, Esq., Partner, Fried, Frank, Harris, Shriver & Jacobson, New York, NY

Break | 2:15pm – 2:30pm

PARKING | 2:30pm – 3:30pm

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

Mary B. Foster, Esq., President, 1031 Services, Seattle, WA
Glenn M. Johnson, Esq., Principal, EY, Washington, DC
Matthew E. Rappaport, Esq., Partner, Falcon Rappaport & Berkman PLLC, New York, NY

QI ISSUES | 3:30pm – 4:30pm

Complying with (g)(6) restrictions, withholding, QI note, dual signatures, investment of exchange funds, and other issues facing Qis.

Terence F. Cuff, Esq., Counsel, Loeb & Loeb, Los Angeles, CA
Mary B. Foster, Esq., President, 1031 Services, Seattle, WA
William V. Horan, CES, President, Realty Exchange Corporation, Gainesville, VA

DAY 2: FRIDAY, JULY 26

EXCHANGE POTPOURRI | 8:30am – 9:30am

Impact of cost seg studies on relinquished and replacement property, interplay of sections 1031 and 1245, installment sales, separation into part-exchange, part-sale, deed in lieu of foreclosure and other like kind exchange issues.

Alexa T. Dubert, Esq., Senior Technician Reviewer, Branch 4, Office of Chief Counsel (Income Tax & Accounting), Internal Revenue Service, Washington, DC
Mary B. Foster, Esq., President, 1031 Services, Seattle, WA
Glenn M. Johnson, Esq., Principal, EY, Washington, DC
Libin Zhang, Esq., Partner, Fried, Frank, Harris, Shriver & Jacobson, New York, NY

Break | 9:30am – 9:45am 

PARTNERSHIP DIVISIONS | 9:45am – 10:45am

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 into successor partnerships.

Terence F. Cuff, Esq., Counsel, Loeb & Loeb, Los Angeles, CA
Christopher A. Cunningham, Esq., Partner, Elliott, Thomason & Gibson, Dallas, TX
Matthew E. Rappaport, Esq., Partner, Falcon Rappaport & Berkman PLLC, New York, NY

ASK THE SPEAKERS | 10:45am – 11:45am

Open Questions & Answers

All Panelists including Alexa T. Dubert, Esq., Senior Technician Reviewer, Branch 4, Office of Chief Counsel (Income Tax & Accounting), Internal Revenue Service, Washington, DC