Prepared for distribution at the CONSOLIDATED TAX RETURN REGULATIONS 2014 Program New York City, February 24 25, 2014 VOLUME ONE
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1 Prepared for distribution at the CONSOLIDATED TAX RETURN REGULATIONS 2014 Program New York City, February 24 25, 2014 CONTENTS: VOLUME ONE PROGRAM SCHEDULE FACULTY BIOS THE CONSOLIDATED RETURN INVESTMENT BASIS ADJUSTMENT RULES THE CONSOLIDATED RETURN INVESTMENT BASIS ADJUSTMENT RULES STUDY PROBLEMS Krishna P. Vallabhaneni U.S. Department of the Treasury William S. Dixon Citigroup Global Markets Inc. Joseph M. Pari Patricia W. Pellervo PricewaterhouseCoopers LLP 3. THE CONSOLIDATED GROUP: CONTINUATION AND TERMINATION ISSUES Thomas F. Wessel Jeffrey G. Davis Mayer Brown LLP Jeffrey L. Vogel 1-5
2 4. INTERCOMPANY TRANSACTION REGULATIONS: AN OVERVIEW Andrew J. Dubroff Ernst & Young LLP 5. INTERCOMPANY TRANSACTION REGULATIONS: BASIC INTERCOMPANY TRANSACTIONS Andrew J. Dubroff Ernst & Young LLP 6. THE REGULATIONS GOVERNING INTERCOMPANY TRANSACTIONS WITHIN CONSOLIDATED GROUPS INTERCOMPANY TRANSACTION PROBLEMS COMPARISON OF THE INTERCOMPANY OBLIGATION RULES UNDER FORMER TREAS. REG (g) (1995), FORMER PROP. TREAS. REG (g) (1998), AND TREAS. REG (g) (2008) Program Attorney: Stacey L. Greenblatt 1-6
3 Prepared for distribution at the CONSOLIDATED TAX RETURN REGULATIONS 2014 Program New York City, February 24 25, 2014 CONTENTS: VOLUME TWO PROGRAM SCHEDULE CURRENT DEVELOPMENTS IN TAX-FREE AND TAXABLE ACQUISITIONS AND SEPARATIONS CURRENT DEVELOPMENTS IN TAX-FREE CORPORATE REORGANIZATIONS CORPORATE DIVISIONS UNDER SECTION THE SECTION 355(d) REGULATIONS: NARROWING THE SCOPE OF AN OVERLY BROAD STATUTE THE FOURTH TIME S A CHARM TEMPORARY SECTION 355(e) REGULATIONS PROVIDE HELPFUL GUIDANCE TO TAXPAYERS FINAL SECTION 355(e) PLAN REGULATIONS THE FINAL CHAPTER IN THE SAGA
4 15. SPIN-OFFS : THE ANTI-MORRIS TRUST AND INTRAGROUP SPIN PROVISIONS RECENT DEVELOPMENTS IN THE STEP TRANSACTION DOCTRINE Program Attorney: Stacey L. Greenblatt 2-6
5 Prepared for distribution at the CONSOLIDATED TAX RETURN REGULATIONS 2014 Program New York City, February 24 25, 2014 CONTENTS: VOLUME THREE PROGRAM SCHEDULE THE PRE-REORGANIZATION CONTINUITY OF INTEREST REGULATIONS CONTINUITY OF INTEREST AND CONTINUITY OF BUSINESS ENTERPRISE REGULATIONS ASSESSING THE VALUE OF THE PROPOSED NO NET VALUE REGULATIONS Gregory N. Kidder 20. SECTION Appendix SECTION 338(h)(10) Appendix SECTION Program Attorney: Stacey L. Greenblatt 3-5
6 Prepared for distribution at the CONSOLIDATED TAX RETURN REGULATIONS 2014 Program New York City, February 24 25, 2014 CONTENTS: VOLUME FOUR PROGRAM SCHEDULE THE SECTION 382 CONSOLIDATED RETURN REGULATIONS SECTION 382: FLUCTUATION IN VALUE CONSOLIDATED ATTRIBUTE REDUCTION REGULATIONS Linda Z. Swartz Cadwalader, Wickersham & Taft LLP Stuart L. Goldring Weil, Gotshal & Manges LLP 26. LIFE AFTER THE FINAL REGULATIONS: CONSOLIDATED SECTION 382 AND SRLY Stuart L. Goldring Scott M. Sontag Weil, Gotshal & Manges LLP 27. ACQUISITIONS AND RESTRUCTURINGS INVOLVING TROUBLED COMPANIES Mark Hoffenberg Bernita Thigpen KMPG LLP Richard R. McManus PwC Stuart J. Goldring Weil, Gotshal & Manges LLP Gregory N. Kidder 4-5
7 28. THE CONSOLIDATED UNIFIED LOSS RULES CONSOLIDATED RETURN ISSUES FOR BUYERS AND SELLERS IN M&A TRANSACTIONS Michael L. Schler Cravath, Swaine and Moore LLP 30. SECTION 384 OF THE INTERNAL REVENUE CODE OF A NEW FORM OF OBSCENITY? SORTING THROUGH THE FEDERAL CIRCUIT S WE KNOW IT WHEN WE SEE IT RULING IN COLTEC Matthew D. Lerner Gregory N. Kidder 32. THE FUTURE OF TAX PLANNING? FROM COLTEC AND YOU KNOW IT WHEN YOU SEE IT TO SCHERING-PLOUGH AND ASSIMILATION WITH APPLICABLE TAX LAWS Amanda P. Varma 33. USE OF LIMITED LIABILITY COMPANIES IN CORPORATE TRANSACTIONS Aaron P. Nocjar 4-6
8 34. INVESTMENT ADJUSTMENTS & RELATED ISSUES (POWERPOINT SLIDES) Krishna P. Vallabhaneni U.S. Department of the Treasury William S. Dixon Citigroup Global Markets, Inc. Joseph M. Pari Patricia W. Pellervo PricewaterhouseCoopers LLP 35. GROUP CONTINUATION RULES/CONTINUED FILING REQUIREMENT (POWERPOINT SLIDES) Thomas F. Wessel Jeffrrey L. Vogel 36. ACQUISITION AND SEPARATION ISSUES IN CONSOLIDATION (POWERPOINT SLIDES) Stephen L. Gordon Cravath, Swaine & Moore LLP Steptoe & Johnson LLLP Eric Solomon Karen Gilbreath Sowell Ernst & Young LLP Robert H. Wellen Ivins, Phillips & Barker, Chartered INDEX Program Attorney: Stacey L. Greenblatt 4-7
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