Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2010 Why You Should Attend

Transcription

1 Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2010, University of Gleacher Center, May 12-14, 2010, NYC-PLI, May 25-27, 2010 San Francisco, SF-PLI, June 16-18, 2010 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 2010 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. 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. Foreign Partnerships, LLCs, 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 noncompensatory partnership options, convertibles, recapitalizations 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 a new panel on advanced Section 752 issues; there will be an entire morning on economic substance, anti-abuse rules and recent cases and proposed legislation including a panel on disputing and litigating partnership tax cases, and there will be a two-hour session 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. What You Will Learn & Special Features The benefits and detriments of choosing the partnership form Avoiding the partnership form for certain strategic alliances Effects of the check-the-box regulations 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

2 Planning under Section 704(c) Luncheon session on partnership and LLC compensatory interests including options, featuring a government panelist Regulations on non-compensatory partnership options and convertibles Transactions between the partnership and partners, including exit strategies Disguised sales Guaranteed payments Dispositions of partnership interests Nonliquidating and liquidating partnership distributions Partnership terminations under the final regulations Section 754 election planning and special basis adjustments, including effects of 2004 Jobs Act amendments Partnership mergers and divisions under the final regulations State taxation of partnerships, LLCs and their owners Structuring issues for private equity funds Energy tax credit partnerships Advanced Section 752 issues Extended session on partnership workouts and debt restructurings The effects of the final partnership anti-abuse regulations on planning Update on the economic substance doctrine, recent tax shelter cases and legislation, preparer penalties, ethical considerations Dispute and litigation strategies in partnership tax cases Interesting partnership transactions of the past year luncheon session Panel of inside tax counsel on forming and operating a joint venture Session featuring IRS and Treasury representatives on the government perspective on key partnership issues International joint venture issues and planning outbound and inbound, including government panelists International check-the-box planning, including government panelists Effects of recent or proposed tax legislation Pending regulatory proposals 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. + Special Bonuses for All Attendees!

3 Attendees will receive a complimentary copy of the 2010 edition of The Partnership Tax Practice Series on a fully searchable CD-ROM, shipped directly to you in the Fall of 2010 (NOTE: Approximately 34 out of 325 chapters will not be included on the CD-ROM). PLEASE NOTE: The program fee does not include hardcopies of the 2010 edition of The Partnership Tax Practice Series. Attendees will receive a complimentary copy of the 2010 edition of The Partnership Tax Practice Series on a fully searchable CD-ROM, shipped directly to you in the Fall of 2010 (Approximately 34 out of 325 chapters will not be included on the CD-ROM). Attendees will also receive a complimentary Conference Book containing speaker outlines and PowerPoint slides for reference at the program. Faculty Co-Chairs: Louis S. Freeman Skadden, Arps, Slate, Meagher & Flom LLP Clifford M. Warren Tax Director Kohlberg Kravis Roberts & Co. Henry A. Orphys Director, U.S. Tax & Trade Intel Corporation Santa Carla, California ( & San Francisco) Department of Treasury Jeffrey Van Hove Deputy Tax Legislative Counsel (Regulatory Affairs) Department of the Treasury Robert J. Crnkovich Senior Counsel (Tax Policy) Department of the Treasury

4 Helen H. Morrison Deputy Benefits Tax Counsel Department of the Treasury Internal Revenue Service Curtis G. Wilson Associate Chief Counsel (Passthroughs & Special Industries) Internal Revenue Service Steven A. Musher Associate Chief Counsel International Internal Revenue Service Michael A. DiFronzo Deputy Associate Chief Counsel (International) Internal Revenue Service Joy C. Spies Tax Attorney Advisor (Passthroughs & Special Industries) Internal Revenue Service Christopher T. Kelley Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries) Internal Revenue Service Jackie S. Levinson Special Counsel to the Associate Chief Counsel (International) Internal Revenue Service

5 Dianna Miosi Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries) Internal Revenue Service ( & San Francisco) Corporate Tax Management: Avi Abergel Managing Director, Finance Group Head of Global Tax Planning Blackstone, Inc. Wendy E. Aitken Tax Director, Pass Thru Entities The Fremont Group Kenneth F. Barkoff Senior Vice President and Director of Taxation AllianceBernstein L.P. David K. Burton Managing Director & Senior Tax Counsel GE Energy Financial Services Stamford, Connecticut Linda A. Klang Senior Vice President Lehman Brothers Holdings Inc. Jersey City, New Jersey ( & San Francisco) David C. Link Senior Tax Counsel Cargill, Incorporated Minneapolis

6 Scott Naatjes Vice President, Global Tax and Customs Cargill, Incorporated Wayzata, Minnesota Daniel J. Widawsky Managing Director Citadel Investment Group, L.L.C. Outside Counsel: Jennifer H. Alexander Deloitte Tax LLP Joan C. Arnold Pepper Hamilton LLP Philadelphia Sheldon I. Banoff Katten Muchin Rosenman LLP ( & ) Andrew N. Berg Debevoise & Plimpton LLP John A. Biek Neal, Gerber Eisenberg LLP Kimberly S. Blanchard Weil, Gotshal & Manges LLP

7 Joseph M. Calianno Grant Thornton LLP Linda E. Carlisle White & Case LLP Paul D. Carman Chapman & Cutler LLP Terence Floyd Cuff Loeb & Loeb LLP Los Angeles Jasper L. Cummings, Jr. Alston & Bird LLP Raleigh, North Carolina Jeffrey G. Davis Mayer Brown LLP Michael J. Desmond Bingham McCutchen LLP Julie A. Divola Pillsbury Winthrop Shaw Pittman LLP San Francisco Daniel A. Dumezich Mayer Brown LLP Miriam L. Fisher Morgan, Lewis & Bockius LLP

8 Michael G. Frankel Ernst & Young LLP Miami Steven G. Frost Chapman & Cutler LLP James P. Fuller Fenwick & West LLP Mountain View ( & San Francisco) Phillip Gall Deloitte Tax LLP Gregory W. Gallagher Kirkland & Ellis LLP Todd D. Golub Baker & McKenzie LLP Armando Gomez Skadden, Arps, Slate, Meagher & Flom LLP Adam M. Handler PricewaterhouseCoopers LLP Los Angeles Hal Hicks Skadden, Arps, Slate, Meagher & Flom LLP ( & San Francisco)

9 Michael Hirschfeld Dechert LLP Barksdale Hortenstine Ernst & Young LLP Houston Gary R. Huffman Bingham McCutchen LLP ( & ) Barbara T. Kaplan Greenberg Traurig, LLP Donald L. Korb Sullivan & Cromwell LLP Paul F. Kugler KPMG LLP Carolyn Joy Lee Jones Day ( & San Francisco) David F. Levy Skadden, Arps, Slate, Meagher & Flom LLP ( & San Francisco) Richard M. Lipton Baker & McKenzie LLP

10 Karen Lohnes PricewaterhouseCoopers LLP James M. Lowy Ernst & Young LLP San Francisco Todd F. Maynes Kirkland & Ellis LLP William S. McKee Bingham McCutchen LLP William F. Nelson Bingham McCutchen LLP William P. O'Shea Deloitte Tax LLP Pamela F. Olson Skadden, Arps, Slate, Meagher & Flom LLP Paul W. Oosterhuis Skadden, Arps, Slate, Meagher & Flom LLP Stephen L. Owen DLA Piper LLP (US) and Baltimore Martin D. Pollack

11 Weil, Gotshal & Manges LLP Sanford C. Presant Greenberg Traurig, LLP Santa Monica Loretta R. Richard Ropes & Gray LLP Boston Donald E. Rocap Kirkland & Ellis LLP Stephen D. Rose Munger, Tolles & Olson LLP Los Angeles ( & San Francisco) Stuart L. Rosow Proskauer Rose LLP Blake D. Rubin McDermott Will & Emery LLP ( & San Francisco) Bahar A. Schippel Snell & Willmer L.L.P. Phoenix David H. Schnabel Debevoise & Plimpton LLP ( & San Francisco) Sean Shimamoto Skadden, Arps, Slate, Meagher & Flom LLP

12 ( & San Francisco) Dean S. Shulman Skadden, Arps, Slate, Meagher & Flom, LLP Mark J. Silverman Steptoe & Johnson LLP ( & San Francisco) Bryan C. Skarlatos Kostelanetz & Fink LLP Eric B. Sloan Deloitte Tax LLP ( & ) Eric Solomon Ernst & Young LLP James B. Sowell KPMG LLP Lewis R. Steinberg Managing Director Global Head Strategic Solutions Group UBS Securities LLC Steven M. Surdell Ernst & Young LLP Linda Z. Swartz Cadwalader, Wickersham & Taft LLP

13 Willard B. Taylor Sullivan & Cromwell LLP Carol P. Tello Sutherland Asbill & Brennan LLP Keith E. Villmow Kirkland & Ellis LLP Anna Voortman Ernst & Young LLP William P. Wasserman Consultant to Ernst & Young LLP Los Angeles ( & San Francisco) R. David Wheat Thompson & Knight LLP Dallas Andrea Macintosh Whiteway McDermott Will & Emery LLP ( and ) B. John Williams, Jr. Skadden, Arps, Slate, Meagher & Flom LLP Fred T. Witt Deloitte Tax LLP Phoenix

14 Diana L. Wollman Sullivan & Cromwell LLP Philip B. Wright Bryan Cave LLP St. Louis ( & San Francisco) Program Attorney: Stacey L. Greenblatt Program Schedule Day One: 9:00 a.m. 6:00 p.m. Morning Session: 9:00 a.m. 12:15 p.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; bottom-dollar guarantees; capital account deficit restoration obligations; capital contribution obligations; final regulations for DRE s; 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 and related persons; 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 SF: Karen Lohnes, David H. Schnabel

15 11:30 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), Internal Revenue Service] NYC: Gary R. Huffman, Dianna Miosi [Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service] SF: David H. Schnabel, Dianna Miosi [Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service] 12:15 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 and possible carried interest legislation; 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, Department of the Treasury], Robert J. Crnkovich [Senior Counsel (Tax Policy), Department of the Treasury] NYC: Sheldon I. Banoff, Linda Z. Swartz, Helen H. Morrison [Deputy Benefits Tax Counsel, Department of the Treasury], Robert J. Crnkovich [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], Robert J. Crnkovich [Senior Counsel (Tax Policy), Department of the Treasury] Afternoon Session: 2:30 p.m. 6:00 p.m. 2:30 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; Section 704(c) in tiered structures and in mergers and divisions; Notice ; remedials and related parties; planning concepts. CHI: Steven G. Frost, Andrea Macintosh Whiteway NYC: Andrew N. Berg, Andrea Macintosh Whiteway SF: Terence Floyd Cuff, Barksdale Hortenstine, Robert J. Crnkovich [Senior Counsel (Tax Policy), Department of the Treasury]

16 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: Keith E. Villmow NYC: Donald E. Rocap SF: Gregory W. Gallagher 5:00 Practical Problems and Challenges in Forming and Operating a Joint Venture: A Panel of Inside Tax Counsel CHI: Henry A. Orphys, Robert M. Gordon, David C. Link, Daniel J. Widawsky NY: Clifford M. Warren, Avi Abergel, Kenneth F. Barkoff, Linda A. Klang SF: Henry A. Orphys, Wendy E. Aitken, Linda A. Klang, Scott Naatjes 6:00 Adjourn Day Two: 9:00 a.m. 6:00 p.m. 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; In Re: G-I Holdings, Inc., et al. (the GAF case); 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 Section 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: Eric B. Sloan, Lewis R. Steinberg SF: Jennifer H. Alexander, Lewis R. Steinberg 10:45 Networking Break 11:00 Sale, Exchange or Other Disposition of Partnership Interests; Partnership

17 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, R. David Wheat, Philip B. Wright 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 transfereepartner; 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, Dean S. Shulman 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],Jeffrey Van Hove [Deputy Tax Legislative Counsel (Regulatory Affairs), Department of the Treasury], Robert J. Crnkovich [Senior Counsel (Tax Policy), Department of the Treasury], Steven G. Frost NYC: Curtis G. Wilson [Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service], Jeffrey Van Hove [Deputy Tax Legislative Counsel (Regulatory

18 Affairs), Department of the Treasury], Robert J. Crnkovich [Senior Counsel (Tax Policy), Department of the Treasury], James B. Sowell SF: Curtis G. Wilson [Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service], Jeffrey Van Hove [Deputy Tax Legislative Counsel (Regulatory Affairs), Department of the Treasury], Robert J. Crnkovich [Senior Counsel (Tax Policy), Department of the Treasury], William P. O Shea 5:00 Tax Credit Partnerships: Energy Credit Deals Section 45 production tax credit (PTC) for wind, biomass, geothermal and other renewable resources; Section 48 investment tax credit (ITC) for solar; election to claim ITC instead of PTC; Treasury grants in lieu of tax credits; partnership flip structures; partnership allocation issues for PTCs and ITCs, including minimum allocations; treatment of depreciation; pre-tax profit requirement; unrelated person requirement; restrictions on puts and calls, including fixed price purchase options; passive loss rules; Washington update. CHI & SF: Jeffrey G. Davis, Sean Shimamoto, Christopher T. Kelley [Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service] NYC: David K. Burton, Jeffrey G. Davis, Christopher T. Kelley [Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service] 6:00 Adjourn Day Three: 8:30 a.m. 5:00 p.m. Morning Session: 8:30 a.m. 12:00 p.m. 8:30 Economic Substance Understanding the Limits; Anticipated Effects of Codification; Partnership, Anti-Abuse Rules, Tax Shelters, Recent Tax Shelter Cases, Ethical Considerations Distinguishing Good Tax Planning from Aggressive Tax Advice and Criminal Tax Evasion 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; infiltration of the pending codification of the economic substance doctrine; 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: Jasper L. Cummings, Jr., Michael J. Desmond, Pamela F. Olson, Jeffrey Van Hove [Deputy Tax Legislative Counsel (Regulatory Affairs), Department of the Treasury] NYC: Mark J. Silverman, Bryan C. Skarlatos, Eric Solomon, Jeffrey Van Hove [Deputy Tax Legislative Counsel (Regulatory Affairs), Department of the Treasury] SF: Armando Gomez, Richard M. Lipton, Mark J. Silverman, Jeffrey Van Hove [Deputy Tax Legislative Counsel (Regulatory Affairs), Department of the Treasury] 10:00 Hot Audit/Controversy Issues, Dispute and Litigation Strategies Partnership Tax Cases Effects of TEFRA; how to handle an IRS controversy; alternative ways to settle; possibility of fresh look from Appeals; IRS key issues for partnerships; litigating a partnership dispute.

19 CHI: Daniel A. Dumezich, Miriam L. Fisher NYC: Barbara T. Kaplan, Donald L. Korb SF: Loretta R. Richard, B. John Williams, Jr. 10:45 Networking Break NEW SESSION: 11:00 Advanced Section 752: What s a Tax Planner to Do? Building on the introduction to Section 752 (on Day One) and exploring the complexities arising from the Section 752 regulations and the perils and opportunities they create; recent transactions and cases in which the Section 752 regulations feature prominently. 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; Rev. Proc ; partner-level deductions for worthlessness and abandonment; timing of losses for lenders. CHI: David F. Levy, Todd F. Maynes, Fred T. Witt, Jeffrey Van Hove [Deputy Tax Legislative Counsel (Regulatory Affairs), Department of the Treasury] NYC: Andrew N. Berg, Martin D. Pollack, James B. Sowell, Jeffrey Van Hove [Deputy Tax Legislative Counsel (Regulatory Affairs), Department of the Treasury] SF: Adam M. Handler, David F. Levy, James M. Lowy, Jeffrey Van Hove [Deputy Tax Legislative Counsel (Regulatory Affairs), 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: Linda A. Klang, Carolyn Joy Lee 2:45 International Joint Venture Issues Outbound and Inbound General Joint Venture Tax Issues

20 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 credit; 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: Joseph M. Calianno, Hal Hicks, Steven M. Surdell, Carol P. Tello, Jackie S. Levinson [Special Counsel to the Associate Chief Counsel (International), Internal Revenue Service] NYC: Kimberly S. Blanchard, James P. Fuller, Paul W. Oosterhuis, Willard B. Taylor, Michael A. DiFronzo [Deputy Associate Chief Counsel (International), Internal Revenue Service] SF: Joan C. Arnold, James P. Fuller, Hal Hicks, Anna Voortman, Steven A. Musher [Associate Chief Counsel (International), Internal Revenue Service] 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