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Introduction to Partnerships Taxation Agenda

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

Day 1

8–8:30 a.m.

REGISTRATION AND DISTRIBUTION OF MATERIALS

8:25 a.m.

WELCOME REMARKS

  • Kathleen Costello, CMP, Assistant Director, NYU School of Professional Studies, New York, NY

8:30 – 10 a.m., 10:15 a.m. – 12 p.m.

INTRODUCTION, CHOICE OF ENTITY AND FORMATION

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., Associate, Hughes Hubbard & Reed, New York, NY

10 – 10:15 a.m.

REFRESHMENT BREAK

12 – 1 p.m.

LUNCH RECESS

1 – 2:30 p.m., 2:45 – 4:30 p.m.

PARTNERSHIP OPERATIONS

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

  • Sean Austin, Esq., Managing Director, KPMG, New York, NY
  • Beverly Katz, Esq., Director, Passthroughs Group, Washington National Tax, KPMG, Washington, DC

2:30 – 2:45 p.m.

REFRESHMENT BREAK

Day 2

8:30 – 10 a.m., 10:15 a.m. – 12 p.m.

NONRECOURSE ALLOCATIONS, PARTNERSHIP DISTRIBUTIONS

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

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

10 – 10:15 a.m.

REFRESHMENT BREAK

12 – 1 p.m.

LUNCH RECESS

1 p.m. – 2:30, 2:45 - 4:30

PARTNER-PARTNERSHIP TRANSACTIONS

Disguised sales and other partner-partnership transactions.

  • Sam Kamyans, Esq., Partner, Allen & Overy
  • Monisha Santamaria, Principal, Washington National Tax, KPMG, Washington, DC

PARTNERSHIP DISTRIBUTIONS

Current and liquidating distributions; disproportionate distributions.

  • Sam Kamyans, Esq., Partner, Allen & Overy
  • Monisha Santamaria, Esq., Principal, National Tax, KPMG, Washington, DC

2:30 – 2:45 p.m.

REFRESHMENT BREAK

Day 3

8:30 – 10 a.m.

TRANSFERS OF PARTNERSHIP INTERESTS

Sales and purchases of partnership interests.

  • James A. Gouwar, Esq., Partner, Clifford Chance New York, NY
  • Rebecca Pereira, Esq., Counsel, Clifford Chance New York, NY

10 a.m. - 10:15 a.m.

REFRESHMENT BREAK

10:15 a.m. – 12 p.m.

RETIREMENT AND DEATH OF A PARTNER

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

  • James A. Gouwar, Esq., Partner, Clifford Chance New York, NY
  • Rebecca Pereira, Esq., Counsel, Clifford Chance New York, NY

10 – 10:15 a.m.

REFRESHMENT BREAK

12 – 1 p.m.

LUNCH RECESS

1 – 2:30 p.m.

HOT TOPICS

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

  • James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY
  • Rebecca Pereira, Counsel, Clifford Chance New York, NY
  • Robert Schachat, Esq., Managing Director, National Tax, BDO, Washington, DC

2:30 – 2:45 p.m.

REFRESHMENT BREAK

2:45 – 3:30 p.m.

THE TROUBLED PARTNERSHIP

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

  • James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY
  • Robert Schachat, Esq., Managing Director, National Tax, BDO, Washington, DC

3:30 – 4:30 p.m.

SUMMING UP

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
  • Mike Hurwitz, CPA, Partner, BDO, New York, NY

4:30 p.m.

CONFERENCE CONCLUDES

LEARNING OBJECTIVES
Upon completion of this program, you will have acquired a solid foundation from which to address the intricacies of Subchapter K of the Internal Revenue Code:

  • The nature of partnerships and the various legal entities taxed as partnerships
  • The relationships between a partnership and its partners, as well as between and among partners themselves
  • Approaches to formation including contributions of property and services in exchange for partnership interests, and the classification of those interests
  • Partnership operations and reporting with particular emphasis on the basics of distributions to partners and allocation of income and deductions
  • Winding down and winding up partnerships, including the withdrawal of individual partners and the transfer of partnership interests

Program Level: Basic • Prerequisite: No Prerequisite