80th Institute on Federal Taxation Agenda

Chair:
John P. Gimigliano, Esq.
Principal-in-Charge of Federal Legislative and Regulatory Services, KPMG, Washington, DC

LEGISLATIVE UPDATE
A review of legislation enacted, considered, and pending in the current congressional session.

Co-Chairs:
Sandra R. Brown, Esq., Principal, Hochman Salkin Toscher Perez PC, Beverly Hills, CA
Mark D. Allison, Esq., Member, Caplin & Drysdale, Chartered, New York, NY

Speakers:
Damon Rowe, Esq., Director, Office of Fraud Enforcement, Internal Revenue Service, Washington, DC
Melissa Wiley, Esq., Member, Caplin & Drysdale, Chartered, Washington, DC
Zhanna A. Ziering, Esq., Member, Moore Tax Law Group, New York, NY

FROM THE EXPERTS: TAX CONTROVERSY AND TAX LITIGATION - CIVIL & CRIMINAL TAX UPDATE
Join a leading group of tax controversy practitioners from both the private sector and the government in an open discussion regarding current IRS enforcement priorities, initiatives, and campaigns. The panel covers a broad range of topics that impact tax compliance and tax litigation, including an examination of recent cases, investigations and programs that reflect the government efforts to target high risk areas of noncompliance, approaches to representing and defending clients who are the focus of such investigations, and the potential implications of Covid-19 on IRS procedures and priorities.

Chair:
Bryan C. Skarlatos, Esq., Partner, Kostelanetz & Fink, New York, NY

Speakers:
Miriam L. Fisher, Esq., Global Chair of Tax Controversy, Latham & Watkins, Washington, DC
Sharyn M. Fisk, Esq., Director, Office of Professional Responsibility, Internal Revenue Service, Washington, DC

CROSING THE LINE: REAL LIFE ETHICAL ISSUES IN TAX PRACTICE
Tax practice can be split into three different categories: tax planning, tax return preparation and audit/trial representation. Each stage has its own ethical
considerations. Before you file a tax return, how sure do you have to be before you can tell a client it is okay to take a deduction or characterize income as capital gain? Do you have to audit a client’s records or can you just rely on what the client says? After the return has been filed, how do you handle an audit when you know the client’s tax return is wrong? What do you do if the information you submitted to the IRS is not accurate? This panel of expert practitioners addresses these and other thorny ethical issues that arise in everyday tax practice through the use of hypothetical examples. This program is essential for tax professionals who want stay on the right side of the line.

Chair:
David M. Rievman, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom, New York, NY

Speakers:
Alexander Lee, Esq., Partner, Cooley, Los Angeles, CA
Eric Solomon, Esq., Partner, Steptoe & Johnson, Washington, DC
Laurence J. Stein, Esq., Partner, Latham & Watkins, Los Angeles, CA
Lewis R. Steinberg, Esq., Managing Director; Head of Structured Solutions, Americas Mergers & Acquisitions Group, Bank of America Merrill Lynch, New York, NY
Victor Hollender, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom, New York, NY
William S. Dixon, Esq., Managing Director, Mergers and Acquisitions, Citigroup Global Markets, New York, NY

HOT TOPICS IN CORPORATE TAX
This panel discusses recent legislative, regulatory, and judicial developments in corporate tax. The distinguished speakers focus on planning opportunities, as well as those that may be traps for the unwary.

SPAC MARKET AND TAX DEVELOPMENTS
A discussion of US federal income tax considerations relating to the formation and initial business combination of special purpose acquisition companies. Topics include choice of jurisdiction, structure of sponsor equity, and achieving a tax-efficient initial business combination.

Chair:
William B. Sherman, Esq., Partner, Holland & Knight, Fort Lauderdale, FL

Speakers:
Sam K. Kaywood, Esq., Partner, Alston & Bird, Atlanta, GA
William S. Dixon, Esq., Managing Director, Mergers and Acquisitions, Citigroup Global Markets, New York, NY

AN EARLY LOOK AT CHANGES IN THE INTERNATIONAL TAX RULES
Substantial tax law changes have been proposed by Congress and the administration affecting many aspects of the US international tax rules. This session examines many of these proposals and their impact on the foreign activities of US taxpayers and US activities of foreign persons.

Chair:
Andrea M. Whiteway, Esq., Principal, EY, Washington, DC

Speakers:
James O. Lang, Esq., Shareholder, Greenberg Traurig, Tampa, FL
Sanford C. Presant, Esq., Shareholder, Greenberg Traurig, Los Angeles, CA
Jennifer M. Black, Esq., Senior Counsel, Office of Associate Chief Counsel, (Procedure & Administration), Internal Revenue Service, Washington, DC
Kate Kraus, Esq., Partner, Allen Matkins Leck Gamble Mallory & Natsis, Los Angeles, CA Ossie Borosh, Esq., Principal, KPMG, Washington, DC
Anne Andrews, Partner, PWC, San Jose, CA
Glenn M. Johnson, Esq., Partner, EY, Washington, DC
Robert D. Schachat, Esq., Managing Director, BDO USA, Washington, DC
Steven Gilbert, Esq., Senior Manager, Deloitte Tax, Washington, DC

TAX LEGISLATIVE AND REGULATORY OUTLOOK
An overview of recent and pending developments in partnership and real estate taxation from the government perspective. An opportunity to hear first-hand the views of a key government official about what’s important, why it’s important, and what the government is doing about it.

QUALIFIED OPPORTUNITY ZONE INVESTING, STRUCTURES AND PRACTICAL ISSUES
This panel discusses the latest techniques for structuring opportunity zone investments, and practical issues that arise in the context of formation and management of a qualified opportunity fund.

DECISIONMAKING WITHIN THE BBA CENTRALIZED PARTNERSHIP AUDIT RULES
This session examines critical questions that arise in the transactional, audit and compliance context under the Centralized Partnership Audit Regime, and the panel includes one of the principal drafters of the regulations. Topics include considerations relevant to a partnership’s decision to pay or push out adjustments, implications of the “cease to exist rules,” and what goes into the calculation of the imputed underpayment.

HOT LIKE-KIND EXCHANGE ISSUES
This panel covers a wide variety of recent developments impacting like-kind exchanges of real property, including the legislative outlook and the new expanded regulatory definition of real property. The panel also addresses parking arrangements within and outside the safe harbor, including build-to-suit construction exchanges, partnership exchanges in which some partners exit for cash, and issues involving qualified intermediaries.

DEALING WITH DEFERRED REVENUE IN PARTNERSHIPS
This session explores the treatment of deferred revenue in partnership transactions, including distributions of the associated cash, transfers of interests in partnerships that have deferred revenue, and contributions to partnerships that have deferred revenue.

Chair:
Jerald David August, Esq., Partner, Fox Rothschild, Philadelphia, PA

Speakers:
C. Wells Hall, III, Esq., Partner, Nelson Mullins Riley & Scarborough, Charlotte, NC
Terence Floyd Cuff, Esq., Of Counsel, Loeb & Loeb, Los Angeles, CA

SECTION 1031 ISSUES
Mr. Cuff addresses Section 1031 exchanges and alternatives to Section 1031 exchanges. The presentation emphasizes Section 1031 issues involving partnerships, drop and swap transactions, swap and drop transactions, practical transactional issues with exchanges, special allocations and exchanges, installment notes and exchanges, exchange cooperation clauses for retiring partners, tenancies in common, acquisition of tenancy and Delaware Statutory Trust properties as replacement properties in exchanges, partnership divisions and exchanges, partnership audit issues related to exchanges, personal property and exchanges, and alternatives to Section 1031 exchanges, such as creating leasing transactions and creative partnership structures.

STRUCTURING MERGERS, ACQUISITIONS, AND PRIVATE EQUITY RECAPS WHEN THE TARGET IS AN S CORPORATION
The discussion includes asset and stock acquisitions of target S corporations, including S corporations subject to the built-in gains tax under Section 1374. A portion of the webinar addresses S corporations acquiring another C corporation or consolidated group as well as a target S corporation in a taxable or non-taxable acquisition, including an acquisition under Section 351. Private equity acquisitions of S corporations also are highlighted including through a preferred stock recapitalization or other alternative structure should as an acquisition partnership.

Co-Chairs:
Jerald David August, Esq., Partner, Fox Rothschild, Philadelphia, PA
Megan L. Brackney, Esq., Partner, Kostelanetz & Fink, New York, NY

UPDATE ON THE CENTRALIZED PARTNERSHIP AUDIT RULES: ARE YOU AND YOUR CLIENTS READY?
Now that entities taxed as partnerships and their tax advisors have had three years to understand and put into place procedures as well as revisions to outstanding partnership and LLC operating agreements to adapt to the new partnership audit rule regime, the focus now turns to how tax audits, appeals, settlements, litigation, and appeals of adverse judicial determinations will work in “real time.” The co-chairs address problems associated with elections-out, understatement modifications, push-outs and pull-ins, as well as how partners can protect themselves from the partnership representative’s unilateral authority to settle out all partnership issues. Continuing applicability of the TEFRA audit rules for tax years beginning on or before 2017 also are discussed.

Chair:
Mary B. Hevener, Esq., Partner, Morgan, Lewis & Bockius, Washington, DC

Speakers:
Steven P. Johnson, Esq., Partner, Morgan, Lewis & Bockius, Washington, DC

PANDEMIC-TRIGGERED PAYROLL TAX PROBLEMS: A DOZEN COMMONLY ASKED QUESTIONS AND ANSWERS
Ms. Hevener and Mr. Johnson discuss, in “Q&A format,” a wide variety of compensation questions raised by companies and employees both during and after the Pandemic, including work-from home programs (covering benefit reimbursements for personal and business expenses, as well as state withholding issues), programs designed to attract new employees (from loan forgiveness, increased child care, wellness benefits, leave-sharing and charitable donations), and tax-planning for equity grants (addressing taxation and deduction timing, 83(b) elections, “trailing liabilities” for Federal and state tax withholding, and tax planning for possible tax rate increases). The presentation suggests both creative design of worker benefits, and ways to avoid payroll tax exposure for the benefit-paying companies.

Chair:
Sanford J. Schlesinger, Esq., Founding Partner, Schlesinger Lazetera & Auchincloss, New York, NY

Speakers:
Louis Nostro, Esq., Shareholder, Gunster, Miami, FL
John W. Porter, Esq., Partner, Baker Botts, Houston, TX

THE ONLY THINGS CERTAIN IN LIFE ARE DEATH AND TAXES; THE ONLY QUESTIONS ARE WHEN AND HOW MUCH
Mr. Schlesinger reviews the recent federal transfer tax and income tax developments and trends, focusing on how they impact estate, trust and income tax planning, and the administration of decedent's estates. He also discusses estate planning in the current interest rate environment, as well as estate tax considerations relative to income taxation. State transfer tax issues, including a focus on transfer tax and income tax planning in New York are also explored.

GRANTOR TRUST PLANNING IN LIGHT OF PROPOSED TAX LAW CHANGES
Mr. Nostro discusses how the proposed tax plan would greatly reduce, if not eliminate in certain cases, the benefits of utilizing a grantor trust as an estate tax planning tool. GRATS, ILITs, QPRTs, SLATs, and other grantor trusts, which are often relied upon by estate planning professionals to minimize transfer tax exposure, would be greatly affected by the enactment of the provisions in the tax bill as currently drafted. Mr. Nostro discusses the implications of these tax proposals as well as possible strategies that can be implemented to mitigate their effects.

FAMILY LIMITED PARTNERSHIPS AND OTHER CLOSELY-HELD ENTITIES: THE CONTINUING SAGA
As the courts continue to decide valuation and closely held entity cases, and the IRS seeks to limit the transfer tax benefit of these entities, the current valuation trends are analyzed and the significant new cases are discussed. The presentation provides guidance for creating, implementing, preserving, and valuing the closely held entity. The discussion also includes planning with these entities in an uncertain transfer tax environment, defined value clauses, installment notes, and other relevant issues.