Chicago, May 13-15, 2009 New York City, May 27-29, 2009 San Francisco, June 10-12, 2009 Now expanded to three days!

Transcription

1 Satisfy Your CLE and CPE Requirements! Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2009, May 13-15, 2009, May 27-29, 2009, June 10-12, 2009 Now expanded to three days! Review basic concepts; then tackle more complex issues Explore the benefits and detriments of choosing the partnership form Hear speakers from Treasury and the IRS on cutting-edge issues including economic substance, anti-abuse rules, tax shelters, preparer penalties, compensatory and non-compensatory options, application of Sections 409A and new 457A to partnerships, international joint ventures, and other hot topics Review pending regulatory proposals Hear from inside tax counsel on forming and operating a joint venture Entire afternoon on cross-border joint ventures and check-the-box planning New sessions on partnership workouts and harvesting losses Picnic lunch topics: - Partnership and LLC Compensatory Interests - Interesting Partnership Transactions of the Past Year - The Troubled Partnership Register Online at or Call (800) 260-4PLI

2 Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2009, May 13-15, 2009, May 27-29, 2009, June 10-12, 2009 Why You Should Attend Throughout the 1990s and early 2000s, the takeover dominated the world of corporate finance. It no longer stands alone and may even be in the doldrums for now. Rather, the defining deal for the mid-2000s and beyond may well be the alliance, the joint venture, the partnership. Few days go by when the Wall Street Journal doesn t contain an announcement involving a joint venture or strategic alliance among companies either in formation or break-up. Examples during the last year or so include: Tribune Co. urging the Ricketts bid for the Cubs to mimic the tax-advantaged structure known as a leveraged partnership, as previously used in 2008 to finance Tribune Co. s disposition of Newsday to Cablevision Systems, Inc.; by using this structure, Tribune Co. would not be selling the assets for tax purposes, but would be receiving hundreds of millions of dollars in cash tax-free. Blackstone Group LP and First Reserve Corp. announcing a $2 billion partnership with Europe s largest independent oil refiner, Petroplus AG, to make new investments in U.S. oil refineries, illustrating how private-equity firms, unable to raise financing for large leveraged buyouts, are forced to put their money to work in less than conventional ways such as joint ventures. Northrup Grumman Corp. and Loral Space & Communications, Inc. announcing a strategic partnership to share certain technology and production assets, seeking to create a potentially powerful new competitor for building future U.S. government satellites. New York developer Related Cos. and investment bank Goldman Sachs Group, Inc. signing a $1 billion joint venture deal to acquire the largest undeveloped parcel of land in Manhattan, Hudson Yards, for long-term development notwithstanding the slowdown in real estate. General Electric Co. and the University of Pittsburgh Medical Center forming a company, Omnyx LLC, to help move laboratory analysis of human tissue into the digital age by ultimately marketing a virtual microscope that would scan and store images electronically. U.K. mobile-phone retailer Carphone Warehouse Group PLC announcing a joint venture with U.S. electronics retailer Best Buy Co. pursuant to which Carphone Warehouse will put its 2400 European and U.S. retail stores into the joint venture in return for a cash payment of 1.1 billion. Dynegy, Inc. announcing the dissolution of its joint venture with LS Power Associates, LP, a venture that focused on development of new cold-fired power plants and other energy projects whereby LS Power would acquire rights to green field projects. Archer Daniels Midland announcing its entry into the ethanol market in Brazil through a joint venture with partner Grupo Cabrera to produce ethanol from sugar cane. Joint ventures between large companies or with start up or other smaller companies are now an everyday occurrence. Partnerships have long been the tried and true format for the holding and operation of real estate, and, since the 1981 Act, for the conduct of closely-held business operations as well. Further, the increase in the number of joint ventures to develop large-scale projects and innovative concepts, the rise of the limited liability company, the promulgation of the final check-the-box regulations, and the increasing use of hybrids that have fueled an explosion of tax planning opportunities have led many companies, both large and small, to focus on the partnership form or the LLC form for structuring subsidiary operations and foreign operations. More than ever before, corporate tax executives find they must advise senior management, and outside counsel find they must advise their clients, on the opportunities and pitfalls of structuring joint ventures and investments as partnerships or LLCs under Subchapter K of the Internal Revenue Code. This three-day seminar will trace the partnership tax rules from the birth of the partnership through its operating life, with emphasis on tax issues and planning strategies and opportunities, and then, since for one reason or another such ventures frequently unwind either before or after satisfying their purpose, will focus on exit strategies and tax planning possibilities in unwinding. Some of the sessions on the first day are intended to serve as a review of basics. In addition, there will be panels on partnership and LLC compensatory interests and on non-compensatory partnership options, convertibles and similar interests; there will be a panel on state taxation; there will be sessions on disguised sales and guaranteed payments; there will be a session on partnership mergers and divisions; there will be a session on energy credit partnerships; there will be an entire morning on anti-abuse rules and recent cases and legislation including a panel on disputing and litigating partnership tax cases, and there will be a three-hour session on harvesting losses under Subchapter K and on the entire area of partnership workouts and debt structurings. Special attention will also be given to planning under recently finalized sets of regulations and proposed regulations and to changes wrought by recent legislation and legislative proposals. Speakers from Treasury and the IRS will be joining a number of the more advanced panels in order to discuss cutting-edge issues. Finally, the entire afternoon of the third day will be committed to international joint venture tax planning including the use of hybrids and, therefore, is intended to be quite advanced. Fourteen tech companies joining forces and seeking $1 billion in federal aid to build a plant to make advanced batteries for electric cars, in a bid to catch up to Asian rivals that are far ahead of the U.S. R e s e r v e y o u r p l a c e t o d a y, c a l l ( ) P L I.

3 What You Will Learn & Special Features The benefits and detriments of choosing the partnership form Structuring issues for private equity funds Avoiding the partnership form for certain strategic alliances Energy tax credit partnerships Effects of the final check-the-box regulations The effects of the final partnership anti-abuse regulations on planning Planning for joint ventures of operating businesses Special partnership tax accounting rules Inside and outside partnership basis rules Determinations of partner distributive shares and the effect of liabilities Planning under Section 704(c) Luncheon session on partnership and LLC compensatory interests including options, featuring a government panelist Update on the economic substance doctrine, recent tax shelter cases and legislation, preparer penalties, ethical considerations featuring Division Counsel, Dispute and litigation strategies in partnership tax cases featuring the Chief Counsel, Interesting partnership transactions of the past year luncheon session Panel of inside tax counsel on forming and operating a joint venture Regulations on non-compensatory partnership options and convertibles Session featuring IRS and Treasury representatives on the government perspective on key partnership issues Transactions between the partnership and partners, including exit strategies International joint venture issues and planning outbound and inbound, including government panelists Disguised sales Guaranteed payments Dispositions of partnership interests International check-the-box planning, including government panelists Nonliquidating and liquidating partnership distributions Effects of recent or proposed tax legislation Partnership terminations under the final regulations Pending regulatory proposals Section 754 election planning and special basis adjustments, including effects of 2004 Jobs Act amendments The faculty will consist of both inside and outside tax counsel with special expertise in the transactional aspects of structuring partnerships, joint ventures and other strategic alliances, both domestic and foreign. For some of the more advanced topics, the faculty will be joined by panelists from IRS and Treasury. Many of the faculty have significant teaching experience and will adopt an approach designed to enable attendees to progress rapidly from an elementary understanding of the rules to the cutting-edge of the most complex of current transactional issues. Partnership mergers and divisions under the final regulations State taxation of partnerships, LLCs and their owners Analysis and use of single-owner LLCs in corporate acquisitions and otherwise Utilizing limited liability companies in a consolidated return context Special Bonuses for All Attendees! Other Relevant Products From PLI Attendees will receive a complimentary copy of the 2009 Tax Planning multi-volume Course Handbook on a fully searchable CD-ROM, shipped directly to you in the Fall of 2009 (NOTE: Approximately 18 out of 270 Chapters will not be included on the CD-ROM). Attendees will also receive a complimentary Conference Book containing speaker outlines and Power Point slides for reference at the program. COURSE HANDBOOK PLEASE NOTE: The Program Fee does not include the 2009 Tax Planning multi-volume Course Handbook. Program Attendees may purchase hard copies of the book at a Special Discounted Price. A limited supply of Course Handbooks will be available for purchase. Course Handbooks must be ordered by June 30, See Registration/ Order Form for details. Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances This multi-volume Course Handbook will be available for a special attendee discount price of $595. A limited supply of Course Handbooks will be available for purchase and must be ordered by June 30, TREATISES Blattmachr on Income Taxation of Estates and Trusts, Fifteenth Edition F. Ladson Boyle (Charles Simon Professor of Federal Law, University of South Carolina) and Jonathan G. Blattmachr (Milbank, Tweed, Hadley & McCloy LLP, ) 1 looseleaf volume, 953 pages, $245 (Revised as necessary: No charge for revision issued within 3 months of purchase) Practice & Procedure Deskbook, Third Edition Ira L. Shafiroff (Professor of Law, Southwestern Law School) 2 looseleaf volumes, 2,637 pages, $275 (Revised bi-annually: No charge for revision issued within 3 months of purchase) For more information on any treatise, including the Table of Contents, log on to Program attendees save up to 50% on Books, Audio and Video Products.

4 FACULTY Co-Chairs: Louis S. Freeman Clifford M. Warren Tax Director, Kohlberg Kravis Roberts & Co. DEPARTMENT OF THE TREASURY: Jeffrey Van Hove Deputy Tax Legislative Counsel (Tax Regulation) Office of Tax Policy Avi Abergel Managing Director, Finance Group Head of Global Tax Planning Blackstone, Inc. () Kenneth F. Barkoff Senior Vice President and Director of Taxation AllianceBernstein L.P. () David Burton Managing Director & Senior Tax Counsel GE Energy Financial Services Stamford, Connecticut () Robert M. Gordon Assistant General Tax Counsel, U.S. R&M BP America Inc. () Helen H. Morrison Deputy Benefits Tax Counsel Office of Tax Policy Steven G. Frost Senior Counsel Office of Tax Policy INTERNAL REVENUE SERVICE SPEAKERS: To Be Determined Chief Counsel Curtis G. Wilson Associate Chief Counsel Passthroughs & Special Industries ( & ) Steven A. Musher Associate Chief Counsel International () Michael A. DiFronzo Deputy Associate Chief Counsel International Donna Marie Young Acting Deputy Associate Chief Counsel Passthroughs & Special Industries Joy C. Spies Tax Attorney Advisor Passthroughs & Special Industries ( & ) Christopher T. Kelley Special Counsel to the Associate Chief Counsel Passthroughs & Special Industries John J. Merrick Special Counsel to the Associate Chief Counsel International () Christopher B. Sterner Division Counsel (LMSB) CORPORATE TAX MANAGEMENT: Linda A. Klang Vice President Lehman Brothers Jersey City, New Jersey ( & ) David C. Link Senior Tax Counsel Cargill, Incorporated Minneapolis () Scott Naatjes Vice President, Global Tax and Customs Cargill, Incorporated Wayzata, Minnesota Henry A. Orphys Director, U.S. Tax & Trade Intel Corporation Santa Carla, California ( & ) Daniel J. Widawsky Managing Director Citadel Investment Group, L.L.C. () OUTSIDE COUNSEL: Jennifer H. Alexander ( & ) Joan C. Arnold Pepper Hamilton LLP Philadelphia Sheldon I. Banoff Katten Muchin Rosenman LLP ( & ) Andrew N. Berg () John A. Biek Neal, Gerber & Eisenberg LLP () Kimberly S. Blanchard Weil, Gotshal & Manges LLP () Peter H. Blessing Shearman & Sterling LLP () Linda E. Carlisle White & Case LLP Paul D. Carman Chapman & Cutler LLP () Jeffrey G. Davis Mayer Brown LLP Michael J. Desmond () Julie A. Divola Pillsbury Winthrop Shaw Pittman LLP Miriam L. Fisher Morgan, Lewis & Bockius LLP () Michael G. Frankel Dallas James P. Fuller Fenwick & West LLP Mountain View, California ( & ) Phillip Gall Cooley Godward Kronish LLP () Gregory W. Gallagher () Todd D. Golub () Armando Gomez Adam M. Handler Hal Hicks ( & ) Michael Hirschfeld Dechert LLP () Barksdale Hortenstine Houston Gary R. Huffman ( & ) Barbara T. Kaplan Greenberg Traurig, LLP () Donald L. Korb Sullivan & Cromwell LLP Paul F. Kugler KPMG LLP Carolyn Joy Lee Jones Day ( & ) David F. Levy () Richard M. Lipton ( & ) Karen Lohnes James M. Lowy William S. McKee () William F. Nelson () William P. O'Shea Pamela F. Olson () Paul W. Oosterhuis ( & ) Stephen L. Owen DLA Piper LLP (US) and Baltimore () Martin D. Pollack Weil, Gotshal & Manges LLP () Sanford C. Presant DLA Piper LLP (US) ( & ) Loretta R. Richard Ropes & Gray LLP Boston Donald E. Rocap Stephen D. Rose Munger, Tolles & Olson LLP ( & ) Stuart L. Rosow Proskauer Rose LLP Blake D. Rubin ( & ) John G. Ryan Robert D. Schachat Bahar A. Schippel Snell & Willmer L.L.P. Phoenix () David H. Schnabel ( & ) Sean Shimamoto ( & ) Mark J. Silverman Steptoe & Johnson LLP () Bryan C. Skarlatos Kostelanetz & Fink LLP () Program Attorney: Stacey L. Greenblatt Eric B. Sloan Eric Solomon Former Assistant Secretary (Tax Policy) ( & ) James B. Sowell KPMG LLP () Karen Gilbreath Sowell Former Deputy Assistant Secretary (Tax Policy) ( & ) Lewis R. Steinberg Managing Director Global Head Strategic Solutions Group UBS Securities LLC Steven M. Surdell () Linda Z. Swartz Cadwalader, Wickersham & Taft LLP () Willard B. Taylor Sullivan & Cromwell LLP () Carol P. Tello Sutherland Asbill & Brennan LLP () Keith E. Villmow () William P. Wasserman ( & ) Andrea Macintosh Whiteway () B. John Williams, Jr. Diana L. Wollman Sullivan & Cromwell LLP ( & ) Philip B. Wright Bryan Cave LLP St. Louis ( & ) Victor Zonana KPMG LLP ()

5 ADDITIONAL COURSE HANDBOOK AUTHORS: Howard E. Abrams Emory Law School Pinney L. Allen [Retired] Alan I. Appel Bryan Cave LLP Julia Arnold Jerald David August Fox Rothschild LLP West Palm Beach, Florida Jenny A. Austin Roger J. Baneman Shearman & Sterling LLP David M. Benson Miami, Florida Jean Marie Bertrand Cadwalader, Wickersham & Taft LLP Cécile Beurrier London Robert D. Blashek O Melveny & Myers LLP Bradley T. Borden Washburn University School of Law Topeka, Kansas Ossie Borosh Goulston & Storrs William B. Brannan [Retired] John C. Brouwer Allen & Overy LLP Amsterdam, Netherlands Henry P. Bubel Patterson, Belknap, Webb & Tyler LLP Edward J. Buchholz Thompson Coburn LLP St. Louis Karen C. Burke University of San Diego San Diego Timothy P. Burns Pillsbury Winthrop Shaw Pittman LLP Guillermo Canalejo Lasarte Uría Menéndez Madrid, Spain Gale E. Chan Edouard Chapellier Linklaters LLP Paris, France David Click RSM McGladrey Denver Lawrence Cohen Gibbons P.C. Steven J. Cohen Barbara Coulter Laurence E. Crouch Shearman & Sterling LLP Menlo Park, California Terence Floyd Cuff Loeb & Loeb LLP J. William Dantzler, Jr. White & Case LLP Naftali Z. Dembitzer DLA Piper LLP (US) Philippe Derouin Paris, France Timothy J. Devetski Vinson & Elkins L.L.P. Houston Steven R. Dixon Shearman & Sterling LLP Andrew J. Dubroff Brian M. Duncan Daniel M. Dunn Dechert LLP Bruce P. Ely Bradley Arant Boult Cummings LLP Birmingham, Alabama Jeff Erickson Attorney at Law Stephen L. Feldman Morrison & Foerster LLP Jon G. Finkelstein McDermott Will Emery LLP Artem Fokin Greenberg Traurig, LLP David L. Forst Fenwick & West LLP Mountain View, California Lynn E. Fowler Kilpatrick Stockton LLP Marc M. Frediani McLean, Virginia Simon Friedman Milbank, Tweed, Hadley & McCloy LLP Peter A. Furci Patrick C. Gallagher James C. Garahan [Retired] Craig A. Gerson David. B. Goldman Munger, Tolles & Olson LLP Jennifer B. Green Burns & Levinson LLP Boston Seth Green Caplin & Drysdale, Chartered Jeffrey A. Greenblatt Christopher R. Grissom Bradley Arant Boult Cummings LLP Birmingham, Alabama Shaul Grossman Meitar Liquornik Geva & Leshem Brandwein, Law Offices Ramat Gan, Israel Nancy E. Hacker Sigrid J.C. Hemels Allen & Overy LLP Amsterdam, Netherlands Bobbe Hirsh Bell, Boyd & Lloyd LLC Victor Hollender Robert E. Holo Simpson Thacher & Bartlett LLP Robert Honigman Matthew S. Houser Bradley Arant Boult Cummings LLP Birmingham, Alabama Paul J. Housey Sonnenschein Nath & Rosenthal LLP Robert F. Hudson Jr. Miami, Florida Peter J. Hunt Pillsbury Winthrop Shaw Pittman LLP Terrill A. Hyde Wilmer Cutler Pickering Hale and Dorr LLP Monte A. Jackel Jeff L. Jacobs Pillsbury Winthrop Shaw Pittman LLP Gary C. Karch Michael J.A. Karlin Karlin & Peebles LLP Beverly Hills Warren P. Kean K&L Gates LLP Charlotte Yoram Keinan Greenberg Traurig, LLP Christian E. Kimball Jenner & Block LLP Christopher S. Kippes Steven E. Klig Brian Kniesly Fried, Frank, Harris, Shriver & Jacobson, LLP Steven J. Kolias Dechert LLP Janet B. Korins Attorney at Law Scarsdale, New York Brian E. Ladin Woodland Hills, California Stephen B. Land Linklaters LLP Matthew P. Larvick Vedder Price P.C. Richard M. Leder Chadbourne & Parke LLP Alan S. Lederman Gunster, Yoakley & Stewart, P.A. Miami, Florida Huey-Fun Lee Mark H. Leeds Greenberg Traurig, LLP Leslie H. Loffman DLA Piper LLP (US) James H. Lokey, Jr. King & Spalding LLP Olga A. Loy Mayer Brown LLP James M. Lynch Winston & Strawn LLP Peter C. Mahoney Kimberly Tan Majure Miller & Chevalier, Chartered Arthur Man Morrison & Foerster LLP Prof. Elliott Manning University of Miami School of Law Coral Gables, Florida Gregory J. Marich Barbara Spudis de Marigny Gardere Wynne Sewell LLP Houston José G. Martínez Uría Menéndez Madrid, Spain John R. Maxfield Holland & Hart LLP Denver Gregory May Freshfields Bruckhaus Deringer LLP Scot McLean Carlene Y. Miller Snell & Wilmer L.L.P. Phoenix David A. Miller Dallas Stephen G. Mills Goodwin Procter LLP Glenn E. Mincey and Michael Mollerus Davis Polk & Wardwell Todd E. Molz Oaktree Capital Management Michael E. Mooney Nutter McClennen & Fish LLP Boston Aaron P. Nocjar Steptoe & Johnson LLP Richard M. Nugent Cadwalader, Wickersham & Taft LLP Margaret M. O Connor Eric E. Oman Sandra Favelukes O Neill Ropes & Gray LLP Boston Shane C. Orr Jacobs Chase Frick Kleinkopf & Kelley LLC Denver Edward C. Osterberg Jr. Vinson & Elkins LLP Houston Jeffrey H. Paravano Baker & Hostetler LLP Cleveland and James M. Peaslee Cleary Gottlieb Steen & Hamilton LLP Timothy J. Pronley Minneapolis Margorie A. Rollinson Jeffrey I. Rosenberg Jeffrey L. Rubinger Holland & Knight LLP Fort Lauderdale Stanley C. Ruchelman The Ruchelman Law Firm Barbara Koosa Ryan Grant Thornton LLP Columbia, South Carolina Tim Sanders Flom (UK) LLP London Timothy J. Santoli Sonnenschein Nath & Rosenthal LLP Josh Scala Attorney at Law Robert Scarborough Freshfields Bruckhaus Deringer LLP Joel Scharfstein Fried, Frank, Harris, Shriver & Jacobson LLP John G. Schmalz Paul M. Schmidt Baker & Hostetler LLP Willys H. Schneider Kaye Scholer LLP Cornelia J. Schnyder Eric B. Sensenbrenner Elizabeth Pagel Serebransky Susan P. Serota Pillsbury Winthrop Shaw Pittman LLP Jeffrey T. Sheffield Judd A. Sher Dean S. Shulman Gretchen T. Sierra U.S. Todd Sinnett Grant Thornton LLP Charlotte Kelly W. Smith Scott D. Smith LeClairRyan Samuel P. Starr David A. Stein Withers Bergman LLP Thomas M. Stephens Sonnenschein Nath & Rosenthal LLP Avery I. Stok Matthew Sullivan Raj Tanden Proskauer Rose LLP Alan J. Tarr Loeb & Loeb LLP Jorge G. Tenreiro Cleary Gottlieb Steen & Hamilton LLP Steven B. Teplinsky Steptoe & Johnson LLP Kevin Thomason Thompson & Knight LLP Dallas Christopher Trump T. Timothy Tuerff Suzanne Walsh Robert S. Walton Hershel Wein Dewey & Leboeuf LLP William R. Welke P.C. Daniel C. White Bryan Cave LLP St. Louis Richard P. Wild Dechert LLP Philadelphia Jerry S. Williford Grant Thornton LLP Charlotte, North Carolina Roger Wise K&L Gates LLP Thomas S. Wisialowski Paul, Hastings, Janofsky & Walker LLP Steven N. J. Wlodychak William S. Woods, II James E. Wreggelsworth Davis Wright Tremaine LLP Seattle Lowell D. Yoder Lisa M. Zarlenga Steptoe & Johnson LLP

6 PROGRAM SCHEDULE FIRST DAY: 9:00 A.M. 6:00 P.M. SECOND DAY: 9:00 Morning Session: 9:00 a.m. 11:45 a.m. 9:00 Partnership Basis Issues Including Allocating Liabilities Among Partners Relevance of basis in partnership interest; equality of inside and outside basis; Sections 705 and 752; partnership interest distinguished from partner s capital account; effects of contributions; effects of liabilities; effects of Peracchi; effects of income and loss; effects of distributions; ordering and timing rules; allocation schemes for recourse and nonrecourse liabilities; final regulations for DREs; contingent liabilities and Son of Boss regulations; recent Notices. CHI: Stephen L. Owen NYC: William F. Nelson SF: Michael G. Frankel 10:00 Networking Break 10:15 Drafting Partnership Agreements for Substantial Economic Effect Section 704(b); basic principles and relationship with Section 752; regulatory standards for allocations; substantial economic effect; deficit restoration obligations and other recourse assumptions; capital account maintenance; revaluations and book-ups; nonrecourse deductions and minimum gain attributable to nonrecourse liabilities; minimum gain chargebacks; partner nonrecourse debt; alternative test for economic effect; economic equivalence test; substantiality; PIP; targeted versus layercake allocations; at risk and deficit restoration agreement; regulations on non-tax basis liabilities ; tiered partnerships; joint ventures with tax-exempt investors; Series LLCs; planning strategies. CHI: Todd D. Golub, David H. Schnabel NYC: Sanford C. Presant, David H. Schnabel SF: Karen Lohnes, Sanford C. Presant 11:45 Picnic Lunch Program: Partnership and LLC Compensatory Interests Including Options Capital interests; profits interests; restricted versus unrestricted, Section 83(b) election; options; warrants; equity appreciation rights; consequences to all parties; gray areas; recent IRS releases; proposed regulations dealing with service partners; new focus on earned interests; effects of recent statutory amendments; proposed, temporary and new final regulations; Sections 409A and 457A. CHI: Sheldon I. Banoff, Bahar A. Schippel, Helen H. Morrison [Deputy Benefits Tax Counsel, ], Steven G. Frost [Senior Counsel (Tax Policy), Department of the Treasury] NYC: Sheldon I. Banoff, Linda Z. Swartz, Helen H. Morrison [Deputy Benefits Tax Counsel, ], Steven G. Frost [Senior Counsel (Tax Policy), Department of the Treasury] SF: Julie A. Divola, Paul F. Kugler, Helen H. Morrison [Deputy Benefits Tax Counsel, Department of the Treasury], Steven G. Frost [Senior Counsel (Tax Policy), ] Afternoon Session: 2:00 p.m. 6:00 p.m. 2:00 Implications of Section 704(c) for Negotiating a Partnership Agreement Book/tax disparities; statutory framework; mechanics of Section 704(c) and reverse Section 704(c) allocations; final and proposed regulations; the traditional method; ceiling limitation principles; traditional method with curative allocations; remedial allocation method; other reasonable allocation methods; anti-abuse principles; planning concepts. CHI: Andrea Macintosh Whiteway NYC: Andrew N. Berg SF: Barksdale Hortenstine 3:00 Non-Compensatory Partnership Options, Convertibles, Recapitalizations and Similar Transactions Taxability of issuance, exercise and lapse of noncompensatory partnership options; definition of option, including options, warrants and conversion features of debt or preferred equity instruments; Section 704(b) and Section 704(c) consequences; basis issues; distinguishing compensatory from noncompensatory transactions; Section 708 and Section 752 impacts; proposed and final (hopefully) regulations; planning opportunities and strategies. CHI: Gary R. Huffman, Joy C. Spies [Tax Attorney Advisor (Passthroughs & Special Industries), ] NYC: Gary R. Huffman, Joy C. Spies [Tax Attorney Advisor (Passthroughs & Special Industries), ] SF: Robert D. Schachat, Donna Marie Young [Acting Deputy Associate Chief Counsel (Passthroughs & Special Industries), ] 3:45 Networking Break 4:00 Formation of Partnerships Including Joint Ventures of Operating Businesses Treatment as partnership versus other arrangements; contributions of property, rights to use property and services; planning for transfers of intangibles under Section 197 in light of the final regulations, start-up costs, and deductibility of liabilities; contingent liabilities and trade or business exception to regulations; introduction to taxable transfers; partnership accounting methods, periods and issues; planning strategies. CHI: Gregory W. Gallagher NYC: Keith E. Villmow SF: Donald E. Rocap 5:00 Practical Problems and Challenges in Forming and Operating a Joint Venture: A Panel of Inside Tax Counsel CHI: Clifford M. Warren, Robert M. Gordon, David C. Link, Daniel J. Widawsky NYC: Clifford M. Warren, Avi Abergel, Kenneth F. Barkoff, Linda A. Klang, Henry A. Orphys SF: Clifford M. Warren, Scott Naatjes, Linda A. Klang, Henry A. Orphys 6:00 Adjourn Morning Session: 9:00 a.m. 12:00 p.m. 9:00 Transactions Between Partner and Partnership Sections 707, 704(c)(1)(B) and 737 Planning examples; statutory framework; payments to a partner other than in capacity as a partner; disguised sales; exit strategy planning techniques; theory of Section 707(a)(2) regulations; nonsimultaneous transfers; mixing bowl transactions; entrepreneurial risk situations; Times Mirror/ Chandler I and II; leveraged partnerships; Arco/Arch Coal: Tribune/Newsday/Comcast and others; contributions of encumbered property; withdrawal of proposed Regulations on disguised sales of partnership interests; Section 737; combined impact of Section 737, Section 704(c)(1)(B), the disguised sale regulations, and the anti-abuse rules; recent IRS Notices, FSAs and CCAs. CHI, NYC & SF: Louis S. Freeman 10:00 Guaranteed Payments Distinguished from other payments; effect on distributive shares; treatment as interest ; cross-border effects; Rev. Rul ; deduction versus capitalization; distinguishing preferred returns; reasonableness; accrued but unpaid; retroactive approval; planning ideas. CHI, NYC & SF: Eric B. Sloan, Lewis R. Steinberg 10:45 Networking Break 11:00 Sale, Exchange or Other Disposition of Partnership Interests; Partnership Distributions; Partnership Termination Sections 741 and 751; unrealized receivables; inventory items; effect of liabilities; current distributions; distributions in complete liquidation of partner interest; post-distribution consequences to distributee; distributions involving partnership ordinary income property; partnership terminations and consequences; the final Section 708 termination regulations including planning strategies; planning to avoid termination. CHI & SF: Stephen D. Rose NYC: Michael Hirschfeld 12:00 Picnic Lunch Program: Interesting Partnership Transactions of the Past Year CHI: Linda E. Carlisle, Paul D. Carman, Philip B. Wright NYC: Linda E. Carlisle, Phillip Gall, Diana L. Wollman SF: Linda E. Carlisle, Diana L. Wollman, Philip B. Wright PLI S GUARANTEE It s simple. If you re not completely satisfied with the return on your investment from any PLI program, your money will be refunded in full. FOUR EASY WAYS TO REGISTER WEB: PHONE: (800) 260-4PLI Monday - Friday, 9 a.m. - 6 p.m., Eastern Time FAX: (800) Open 24 Hours! MAIL: Practising Law Institute 810 Seventh Avenue, New York, NY Fax or mail completed Registration/Order Form on back cover.

7 Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival. A.M. 6:00 P.M. Afternoon Session: 2:00 p.m. 6:00 p.m. 2:00 Adjustments to the Basis of Partnership Assets (Sections 734, 743 and 754) Including Effects of 2004 Jobs Act Amendments Transfer of partnership interest; distribution of partnership assets; distribution to transferee-partner; effect of Section 1060; effect of Section 197 and the final regulations; planning opportunities and techniques involving making or not making the Section 754 election; final regulations under Section 755; effects of 2004 Jobs Act amendments including mandatory adjustments for built-in losses. CHI: Stuart L. Rosow, Victor Zonana NYC & SF: Stuart L. Rosow, William P. Wasserman 3:00 Networking Break 3:15 Partnership Mergers and Divisions Final regulations; forms of partnership mergers; Assets-Over Form; Assets-Up Form; Interest-Over Form; effects under Section 752; buyout of a partner; merger or division as part of a larger transaction; forms of divisions; consequences under Sections 704(c)(1)(B) and 737. CHI & SF: Blake D. Rubin NYC: William S. McKee 4:00 Hot Topics in Partnership Taxation: The Government Perspective Recent and pending developments in partnership taxation featuring present and recently retired Treasury and IRS representatives CHI: Curtis G. Wilson [Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service], Steven G. Frost [Senior Counsel (Tax Policy) ], Eric Solomon [Former Assistant Secretary (Tax Policy), ], Karen Gilbreath Sowell [Former Deputy Assistant Secretary (Tax Policy), ] NYC: Curtis G. Wilson [Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service], Steven G. Frost [Senior Counsel (Tax Policy) ], Eric Solomon [Former Assistant Secretary (Tax Policy), ], Karen Gilbreath Sowell [Former Deputy Assistant Secretary (Tax Policy), ] SF: Jeffrey Van Hove [Deputy Tax Legislative Counsel (Tax Regulation), ], Donna Marie Young [Acting Deputy Associate Chief Counsel (Passthroughs & Special Industries), ], William P. O Shea [Former Associate Chief Counsel (Passthroughs & Special Industries), ] 5:00 Tax Credit Partnerships: Energy Credit Deals Section 45 production tax credit for wind, biomass, geothermal and other renewable resources; partnership flip structures; partnership allocation issues for PTCs; treatment of depreciation; minimum allocations; pre-tax profit requirement; unrelated person requirement; restrictions on puts and calls; Section 48 investment tax credit for solar; solar ITC allocation issues; changes under the recently enacted stimulus package. CHI & SF: Jeffrey G. Davis, Sean Shimamoto, Christopher T. Kelley [Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), ] NYC: David Burton, Jeffrey G. Davis, Christopher T. Kelley [Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), ] 6:00 Adjourn THIRD DAY: 9:00 A.M. 5:00 P.M. Morning Session: 9:00 a.m. 12:00 p.m. 9:00 Anti-Abuse Rules, Tax Shelters, Recent Tax Shelter Cases and Legislation, Ethical Considerations The impact on partnership and other transactions of recent case law, 2004 Jobs Act amendments, and administrative developments relating to economic substance and tax shelters; the application of various regulatory anti-abuse rules; new regulations on tax preparer standards; developing interpretations of the attorney-client privilege and work product doctrine; Circular 230. CHI: Michael J. Desmond, Pamela F. Olson, Christopher B. Sterner [Division Counsel (LMSB), ] NYC: Bryan C. Skarlatos, Mark J. Silverman, Christopher B. Sterner [Division Counsel (LMSB), ] SF: Armando Gomez, Donald L. Korb, Christopher B. Sterner [Division Counsel (LMSB), ] 10:00 Dispute and Litigation Strategies Partnership Tax Cases Effects of TEFRA; alternative ways to settle; possibility of fresh look from Appeals; IRS key issues for partnerships; litigating a partnership dispute. CHI: Barbara T. Kaplan, Donald L. Korb, To Be Determined [Chief Counsel, ] NYC: Miriam L. Fisher, Donald L. Korb, To Be Determined [Chief Counsel, ] SF: Loretta R. Richard, B. John Williams, Jr., To Be Determined [Chief Counsel, ] 11:00 Networking Break 11:15 Harvesting Economic Losses under Subchapter K Sale by partner to unrelated partnership; sale by partner to related partnership; sale by non-partner to a partnership; sale by non-partner to unrelated partnership; sale by non-partner to related partnership; part sale, part contribution; intercompany sale and contribution to unrelated partnership; sale by partner to unrelated partnership debt financed sales proceeds; sale of preferred partnership interest. CHI & NYC: Eric B. Sloan, Lewis R. Steinberg SF: Jennifer H. Alexander, Lewis R. Steinberg 12:00 Picnic Lunch Program: The Troubled Partnership Workouts and Debt Restructurings Distressed partnerships and the effect of debt modifications, debt workouts, and partnership bankruptcy proceedings on partners and creditors. Debt modification and amount and timing of cancellation of indebtedness (COD) income; differences between discharge/workouts of recourse and non-recourse indebtedness; effect of COD income recognized by a disregarded entity; allocation of COD income; strategies to mitigate the effects of COD income; partial relief from COD income as provided in the 2009 Stimulus legislation (the application of these rules to partnerships raises many difficult questions); passive activity and at-risk implications; partner-level deductions for worthlessness and abandonment; timing of losses for lenders. CHI: David F. Levy, Richard M. Lipton, James B. Sowell, Jeffrey Van Hove [Deputy Tax Legislative Counsel (Tax Regulation), ] NYC: Jennifer H. Alexander, Andrew N. Berg, Martin D. Pollack, Jeffrey Van Hove [Deputy Tax Legislative Counsel (Tax Regulation), Department of the Treasury] SF: Adam M. Handler, Richard M. Lipton, James M. Lowy, Jeffrey Van Hove [Deputy Tax Legislative Counsel (Tax Regulation), Department of the Treasury] Afternoon Session: 2:00 p.m. 5:00 p.m. 2:00 State Taxation of Partnerships, Limited Liability Companies and Their Owners SALT diversions from classic pass-through treatment; partnership-level taxes; entry-level fees; withholding and estimated tax obligations; composite filings; non-income taxes; partners tax status individuals, trusts, corporations; allocation/apportionment; special allocations of state-specific income; SALT and investment activities; managers income; current events. CHI: John A. Biek NYC & SF: Carolyn Joy Lee 2:45 International Joint Venture Issues Outbound and Inbound General Joint Venture Tax Issues General review of benefits/detriments in using U.S. or foreign tax partnership vs. corporate structure in outbound/inbound joint ventures; formation, operation and termination of joint venture; foreign tax credits; tax treaty and Subpart F and withholding tax issues, problems with intangible property and multi-country joint ventures, including Section 894(c), final regulations under Section 894, foreign partnership reporting rules, effects of 2004 Jobs Act amendments. Check-the-Box Planning Current planning techniques and issues under Check-the- Box regulations, including collateral consequences (e.g., branch accounting for foreign currency under Section 987, U.S. withholding tax regulations, conversion issues and Rev. Ruls and 99-6, and impact on treaty entitlements); harmonization of foreign tax planning with these rules; planning opportunities with hybrids, check and sell issues. CHI: Peter H. Blessing, Hal Hicks, Steven M. Surdell, Carol P. Tello, Steven A. Musher [Associate Chief Counsel (International), ] NYC: Kimberly S. Blanchard, James P. Fuller, Paul W. Oosterhuis, Willard B. Taylor, John J. Merrick [Special Counsel to the Associate Chief Counsel (International), ] SF: Joan C. Arnold, James P. Fuller, Hal Hicks, John G. Ryan, Michael A. DiFronzo [Deputy Associate Chief Counsel (International), ] 3:45 Networking Break 4:00 International Joint Venture Issues Outbound and Inbound General Joint Venture Tax Issues (continued) Check-the-Box Planning (continued) 5:00 Adjourn Pro Bono Efforts Since 1933, PLI has been the comprehensive resource for the training and development needs of legal professionals. 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8 Practising Law Institute 810 Seventh Avenue New York, N.Y NON-PROFIT ORGANIZATION U.S. POSTAGE PAID PRACTISING LAW INSTITUTE Name Title Firm Address (Use Street Address for UPS Delivery) City/State/Zip Phone Fax Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2009 REGISTRATION/ORDER FORM YES, please register me for the following session: Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances Seminar,* May 13-15, 2009, University of Gleacher Center, $2, Seminar,* May 27-29, 2009, PLI New York Center, $2, Seminar,* June 10-12, 2009, PLI California Center, $2,395 I will be attending Tax Planning 2009 and would like to purchase the multi-volume Course Handbook at the Special Discounted Price of $595** Multi-volume Course Handbook only, $1, Multi-volume Course Handbook on CD-ROM only, $1, Multi-volume Course Handbook and CD-ROM, $1, Blattmachr on Income Taxation of Estates and Trusts, 15th Ed., 1 1 looseleaf volume, $ Practice & Procedure Deskbook, 3rd Ed., 1 2 looseleaf volumes, $275 When Registering, Please Refer to Priority Code: HWR9 Make necessary corrections on mailing address. 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