American Bar Association - Section of Taxation

Session : ABATX14100
Capital Recovery and Leasing
Conference : 2014 Joint Fall CLE Meeting
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Chair: Alison Jones, EY, Washington, DC

Current Developments Report and Update on Pending Guidance. This panel will cover the important recent developments in the areas of capital recovery and leasing. Moderator: Tracy Watkins, Grant Thornton LLP, Washington, DC Panelists: Alexa Claybon, Attorney-Advisor, Office of Tax Policy, Department of Treasury, Washington, DC; Kathleen Reed, Branch Chief, Branch 7, Income Tax & Accounting, IRS, Washington, DC; Scott Dinwiddie, Special Counsel, Associate Chief Counsel Income Tax & Accounting, IRS, Washington, DC; Rayth Myers, EY, Washington, DC

Issues and Considerations Involving Tenant Improvement Allowances. This panel will discuss tenant improvement allowances and associated issues and considerations, including, but not limited to, ownership of the associated improvements, tangible property regulations impact, and other related income/expense/basis recovery issues. Moderator: Kate Abdoo, McGladrey, Washington, DC Panelists: Kathleen Reed, Branch Chief (Branch 7), Income Tax & Accounting, IRS, Washington, DC; Scott Dinwiddie, Special Counsel, Associate Chief Counsel, Income Tax & Accounting, IRS, Washington, DC; Jane Rohrs, Deloitte, Washington, DC

Tangible Property Regulations Update Continuation from the May Meeting Disposition Regulations, FAQs, and Related Discussions. This panel will continue our discussion around the tangible property regulations specifically with respect to the regulations around dispositions and general asset accounting as well as address common tangible property regulationrelated questions seen in the marketplace. Moderator: Susan Grais, EY, Washington, DC Panelists: Kathleen Reed, Branch Chief, Branch 7, Income Tax & Accounting, IRS, Washington, DC; Scott Dinwiddie, Special Counsel, Associate Chief Counsel, Income Tax & Accounting, IRS, Washington, DC; Colleen OConnor, KPMG LLP, Washington, DC; Brandon Carlton, EY, Washington, DC

Session : ABATX14101
Administrative Practice
Conference : 2014 Joint Fall CLE Meeting
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Chair: Kevin Johnson, Pepper Hamilton LLP, Philadelphia, PA

Important Developments. This panel will discuss important developments in IRS administrative practice since the last meeting. Moderator: Kevin Stults, Skadden Arps Slate Meagher & Flom LLP, Washington, DC Panelists: Thomas J. Kane, Deputy Associate Chief Counsel (Procedure and Administration), IRS, Washington, DC; Alexandra Minkovich, Associate Tax Legislative Counsel, Office of Tax Policy, Department of Treasury, Washington, DC

Its a Privilege, or Is It? This panel will discuss the state of the attorneyclient, tax practitioner, and work product privileges in tax cases in light of recent decisions, including the Tax Courts recent decision in AD Investments. Moderator: Kevin Johnson, Pepper Hamilton LLP, Philadelphia, PA Panelists: Thomas J. Kane, Deputy Associate Chief Counsel (Procedure and Administration), IRS, Washington, DC; Mark D. Allison, Caplin & Drysdale, New York, NY

Kicking it Upstairs How to Elevate Issues Within the IRS. Taxpayers often want to discuss problem issues with group supervisors and managers or even other groups within the IRS but may be concerned that such discussions may cause concerns within the examination team. The recent IDR Enforcement Process has brought additional pressures on questions of when and how to engage with IRS managers. This panel will review the so-called rules of engagement and offer practical suggestions for effective ways to involve additional IRS managers while minimizing the prospect for creating collateral consequences. Moderator: George Hani, Miller & Chevalier Chartered, Washington, DC Panelists: Paul DeNard, PricewaterhouseCoopers, Washington, DC; Fred Murray, Grant Thornton LLP, Washington, DC; Ruth Perez, PricewaterhouseCoopers, Washington, DC; Kathy J. Robbins, Industry Director, Natural Resources & Construction, IRS, Houston, TX

Session : ABATX14102
Transfer Pricing
Conference : 2014 Joint Fall CLE Meeting
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Chair: E. Miller Williams, EY, Washington, DC

The Evolving Role of the IRSs Transfer Pricing Practice and the Use of the TP Road Map in IRS Audits. This panel will discuss the evolving role of the IRSs transfer pricing practice, its role in audits, and how its team members interact with the IRS field agents, taxpayers and taxpayer representatives. Also the panel will discuss the TP Road Map and how it is being used in current audits. Moderator: Rocco Femia, Miller & Chevalier, Washington, DC Panelist: Thomas L. Ralph, Territory Manager, IRS Office of the Deputy Commissioner LB&I, Denver, CO

Advance Pricing Agreement and Competent Authority Update. This panel will feature Dick McAlonan, the former APMA Director and will provide an update of APMA and other TP matters via an interview session. Questions will be collected from the committee for a question and answer session. In addition, there will be an update of the proposed APMA Revenue Procedures. Moderator: Pat Lewis, Caplin & Drysdale Chartered, Washington, DC Panelists: John Hughes, Senior Manager, APMA, IRS, Washington, DC; Dick McAlonan, EY, Washington, DC

Session : ABATX14103
Affiliated & Related Corporations
Conference : 2014 Joint Fall CLE Meeting
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Chair: David Friedel, PricewaterhouseCoopers, Washington, DC

Dont Forget Your Passport Part II: Further Thoughts on the Intersection Between the Consolidated Return Regulations and International Tax. In todays global economy, consolidated groups are increasingly encountering complex US international tax rules in the course of planning and compliance. Picking up where the May 2014 panel left off, this panel will explore additional rules and issues encountered when applying international tax provisions to consolidated groups, with a focus on intercompany transactions. Topics may include foreign currency gains and losses under sections 987 and 988, sourcing of income, overall foreign loss apportionment v. recapture, section 163(j), including SRLY concepts, and revisiting dual consolidated losses. Moderator: Matthew White, KPMG LLP, Washington, DC Panelists: Seth Green, KPMG LLP, Washington, DC; Victor Penico, Deloitte Tax LLP, San Francisco, CA; Wade Sutton, PricewaterhouseCoopers, Washington, DC; Krishna Vallabhaneni, Attorney-Advisor, Office of Tax Legislative Counsel, Office of Tax Policy, Department of Treasury, Washington, DC (invited)

Debt-Schmebt Part II: Whadaya Gonna Do Boutit? Most consolidated groups of scale face challenges managing domestic and international treasury ops. Large intercompany balances build over time, sometimes with little or no formal documentation to support debt characterization for income tax purposes. At the May 2014 meeting we faced our fears squarely and explored some of the federal and state tax implications if purported related party debt were treated as equity, both initially, and over time, and upon repayment. Picking up where that panel left off, we will now explore some possible solutions. What are some of the legal issues groups should consider when they start drafting new intercompany lending agreements? (For example, to what extent might those agreements be retroactive?) Looking beyond the legal considerations to the tax implications, well compare and contrast the federal and state tax risks if the new agreement causes some equity to be converted into debt. Panelists will also explore the real world challenges that large clients face in these circumstances. Moderator: David Friedel, PricewaterhouseCoopers, Washington, DC Panelists: Joseph M. Kronsnoble, Latham & Watkins, Chicago, IL; Ben Johnson, Envision Healthcare, Denver, CO; Marianne Hayes, Great-West Financial, Denver, CO; Todd Roberts, PricewaterhouseCoopers, Denver, CO

Session : ABATX14104
Banking & Savings Institutions
Conference : 2014 Joint Fall CLE Meeting
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Chair: Daniel Mayo, KPMG LLP, New York, NY

Securitizations Current Developments and Emerging Issues. This panel will discuss certain issues relevant to various securitization structures including publicly traded partnership characterization concerns and the related PTP safe harbors, mortgage servicing income and the securitization of excess servicing amounts, and potential US trade or business issues in connection with peer-to-peer lending platforms. Moderator: Clay Littlefield, Alston & Bird LLP, Charlotte, NC Panelists: James Gouwar, Bingham McCutchen LLP, New York, NY; Jasper Cummings, Alston & Bird LLP, Washington, DC

Taxation of Letters of Credit and Guarantee Fees in the Aftermath of Container Corp. This panel will discuss several types of finance-related fees, including guarantee fees, letter of credit fees and consent fees, compare the treatment of one type of fee to another, and suggest guidance on such fees, in light of the Bank of America decision, the more recent decision in Container Corp and the enactment of section 861(a)(9) and other relevant authorities. Panelists: Yoram Keinan, Carter Ledyard & Milburn LLP, New York, NY; Daniel M. Dunn, Dechert LLP, New York, NY

Current Developments. This panel will discuss current developments affecting banking and financial institutions. Topics will include current IRS guidance, relevant legislative proposals, and recent caselaw. Panelists: Mark Price, KPMG LLP, Washington DC; Richard Larkins, EY, Washington, DC; Craig Gibian, Deloitte, Washington, DC

Session : ABATX14105
Closely Held Businesses (TX) and Business Planning Group (TE)
Conference : 2014 Joint Fall CLE Meeting
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Closely Held Businesses Chair: J. Robert Turnipseed, Armbrecht Jackson LLP, Mobile, AL Business Planning Group Chair: Lisa M. Rico, Shea Diamond Rico & Murphy LLP, Needham, MA

Basis Planning With Pass Through Entities. With the advent of a rising tax structure for capital gains, effective preservation of tax basis has become very important in structuring transactions. This panel will address the various ways in which basis can be utilized and preserved for both for estate and gift tax purposes as well as income tax purposes, particularly with partnerships and S Corporations. Panelists: Paul Patrow, Thompson Coburn LLP, St. Louis, MO; Paul S. Lee, Bernstein Global Wealth Management, New York, NY

Succession Planning for Closely Held Businesses and Professional Practices II. This panel will examine the succession planning choices for closely held businesses and professional practices from the perspective of family and non-family successors, and also the combination of non-family and family. This is a follow-up to our panel last Fall which dealt primarily with family members as successor owners, and an update of new developments will be presented. There will also be a detailed discussion of buy-sell agreements in the context of family and non-family owners. Panelists: Shawn McIntire, Donelson Barry LLC, Denver, CO; Morton A. Harris, Hatcher Stubbs Land Hollis & Rothschild, Columbus, GA; William P. Prescott, Wickens Herzer Panza Cook & Batista Co., Avon, OH

Session : ABATX14106
Estate & Gift Taxes (TX) and Income & Transfer Tax Planning Group (TE)
Conference : 2014 Joint Fall CLE Meeting
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Estate & Gift Taxes Chair: Laura S. Hundley, Holland & Hart LLP, Boulder, CO Income & Transfer Tax Planning Group Chair: Stephanie Loomis-Price, Winstead PC, Houston, TX

Current Developments. This panel will review developments in federal estate, gift and generation-skipping transfer tax laws since April 2014. Panelists: Jeffrey D. Chadwick, Winstead PC, The Woodlands, TX; Elizabeth R. Glasgow, Venable LLP, Los Angeles, CA and New York, NY; Amy Heller, McDermott Will & Emery LLP, New York, NY; Catherine V. Hughes, Attorney Advisor, Office of Tax Policy, Department of Treasury, Washington, DC; Hannah W. Mensch, Ehrenkranz & Ehrenkranz LLP, New York, NY

Creative Inter Vivos QTIP Planning. This panel will discuss inter vivos QTIP trust planning and its important uses, including (a) funding the less wealthy spouses bypass trust, (b) enabling the creation of a bypass trust upon the deceased spouses death that is a grantor trust as to the surviving spouse, (c) planning for minority interest discounts, (d) structuring QTIPs as recipient trusts for excess assets that pass under formula allocation gifts or sales, (e) structuring QTIPs as an alternative to formula allocation or defined value clauses by using a fractional disclaimer by the donee spouse, (f) creditor protection planning, (g) elective share planning, and (h) pre-separation/ divorce planning. Moderator: Lester B. Law, Abbot Downing, Naples, FL Panelists: Richard S. Franklin, McArthur Franklin PLLC, Washington, DC; Barry A. Nelson, Nelson & Nelson PA, North Miami Beach, FL

Estate Planning Challenges for Pass-Through Entities. This panel will address partnerships and S corporations and the unique challenges they present for estate planners. Most common estate planning problems are exacerbated by the complexities of Subchapters K and S. This program will examine common operating problems faced by estate planners when a pass-through entity is part of an estate plan and/or when a pass-through entity is part of an estate administration. Possible solutions to these problems will also be discussed. Panelists: Richard B. Robinson, Robinson Diss and Clowdus PC, Denver, CO; Fred J. Diss, Robinson Diss and Clowdus PC, Denver, CO

Asset Protection Planning for LGBT Clients After the Windsor Case. This panel will address asset protection planning opportunities and challenges for LGBT clients after the Windsor case. Panelists: George D. Karibjanian, Proskauer Rose LLP, Boca Raton, FL; David J. Slenn, Quarles & Brady LLP, Naples, FL; Professor Lee-Ford Tritt, Levin College of Law, University of Florida, Gainesville, FL Co-Sponsored by: ABA Commission on Sexual Orientation and Gender Identity

Session : ABATX14107
Individual and Family Taxation
Conference : 2014 Joint Fall CLE Meeting
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Chair: Laura Baek, Senior Attorney Advisor, Taxpayer Advocate Service, IRS, Washington, DC

Update on Craft and Litigation of Tenancy by Entirety Property. Married couples often own property jointly as tenants by the entireties which has provided some protection from creditors of just one spouse. In 2002 the Supreme Court issued the Craft decision, followed by Chief Counsel Notice 2003-60 which opened the door to federal tax liens against entireties property. Since Craft, the circuit courts are in disagreement as to how to value the separate interests of each spouse. Four circuits have concluded that each spouse is entitled to an actuarial value interest in entireties property while two circuits prefer an even 50/50 split. The IRS favors the simpler 50/50 division. Because of the Circuit split, this issue is ripe for re-consideration by the Supreme Court. Moderator: Anna C. Tavis, South Brooklyn Legal Services, Brooklyn, NY Panelists: Robert A. Varra, Deputy Area Counsel (SBSE Area 5), IRS, Denver, CO; Professor Keith Fogg, Villanova Law School, Villanova, PA

Pardon the Mess: Jurisdictional Issues in a Post-DOMA World. With the passage of Windsor, same sex marriage has become quite complicated. Whether it is determining how to file tax returns, how inheritances are treated, or whether the marriage is even recognized in other states creates turmoil. This panel will discuss the current jurisdictional issues and pitfalls that affect your clients who are in same sex marriages. Moderator: Elizabeth Lindsay-Ochoa, Loring Wolcott & Coolidge, Boston, MA Panelists: Robert Mark Johnson, Senior Tax Analyst, Taxpayer Advocate Service, IRS, Farmers Branch, TX; Professor Lee-Ford Tritt, University of Florida Levin College of Law, Gainesville, FL; Cynthia Lamar-Hart, Maynard Cooper, Birmingham, AL; Amy J. Pfalzgraf, Senior Counsel (Income Tax & Accounting), IRS, Washington, DC Co-Sponsored by: Diversity; RPTE Section Diversity Committee and Non-Tax Estate Planning Considerations Group; ABA Commission on Sexual Orientation and Gender Identity

Session : ABATX14108
Investment Management
Conference : 2014 Joint Fall CLE Meeting
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Chair: William P. Zimmerman, Morgan, Lewis & Bockius LLP, Philadelphia, PA

Why Not a Partnership?: Thinking Outside the Box. When in doubt, have you considered a tax partnership, like an LLC? These panelists have, and will discuss nonconventional uses of tax partnerships in private equity transactions, such as in lieu of earn-outs and compensation arrangements. Moderator: Raj Tanden, Buchalter Nemer, Los Angeles, CA Panelist: Eliot L. Kaplan, Squire Patton Boggs (US) LLC, Phoenix, AZ

Current Issues for Insurance Dedicated Mutual Funds. This panel will discuss the diversification and other requirements of insurance dedicated mutual funds and talk about two recent private letter rulings regarding the offering of clone funds where an insurance dedicated fund trades in tandem with a retail fund and the ability to form insurance dedicated funds within the same 1940 Act trust with retail funds. Moderator: William P. Zimmerman, Morgan, Lewis & Bockius LLP, Philadelphia, PA Panelist: Stephen D. Fisher, EY, Boston, MA

Mutual Fund Investments in Derivatives: Current Issues. This panel will discuss the issues facing mutual funds and their investment in certain derivatives and will include issues regarding the swap withholding rules under section 871(m); concerns with embedded loans under the notional principal contract Treasury Regulations; current issues with classifying certain options as Sec. 1256 contracts; the consequences of underlying corporate actions on shorts and derivatives; and issues with master limited partnership derivatives. Moderator: Stevie D. Conlon, Wolters Kluwer Financial Services, Riverwoods, IL Panelists: Lucy W. Farr, Davis Polk & Wardwell LLP, New York, NY; Joseph Riley, Willkie Farr & Gallagher LLP, New York, NY; Erika W. Nijenhuis, Cleary Gottlieb Steen & Hamilton LLP, New York, NY

Session : ABATX14109
Partnerships & LLCs
Conference : 2014 Joint Fall CLE Meeting
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Chair: Jeanne M. Sullivan, KPMG LLP, Washington, DC

Hot Topics. This panel will discuss recent developments, including legislation, regulations, administrative guidance, and noteworthy cases. Moderator: James M. Lowy, San Francisco, CA Panelists: Craig A. Gerson, Attorney-Advisor, Office of Tax Legislative Counsel, Department of Treasury, Washington, DC; Ari S. Berk, Deloitte Tax LLP, Washington, DC

Partnership Continuations. This panel will discuss the state of the law regarding the treatment of a partnership as a continuation of a prior partnership within the meaning of section 708 of the Code. Moderator: Phillip Gall, EY, New York, NY Panelists: Rachel L. Cantor, Kirkland & Ellis LLP, Chicago, IL; Paul F. Kugler, KPMG LLP, Washington, DC

Whats Wrong With the Nonrecourse Debt Rules? This panel will examine issues with nonrecourse liabilities arising in the partnership context, including the intersection of how the term nonrecourse liability is defined for purposes of sections 752 and 1001. Moderator: Barbara S. de Marigny, McGuireWoods LLP, Houston, TX Panelists: Professor Karen C. Burke, University of Florida, Levin College of Law, Gainesville, FL; Amanda F. Wilson, Lowndes Drosdick Doster Kantor & Reed PA, Orlando, FL; Craig A. Gerson, Attorney-Advisor, Office of Tax Legislative Counsel, Department of Treasury, Washington, DC