Intelligent Tax Planning to Combat Increasing Federal and State Taxes

62nd Annual
William and Mary Tax Conference
November 9-11, 2016
Wednesday, November 9
William & Mary Law School
613 South Henry Street, Williamsburg, VA
(Free Parking – No passes needed)

5:00-7:00 p.m.           
Partnership Taxation and Hot Topics in Partnership and Real Estate Taxation
Speakers:  Stefan F. Tucker, Stephen L. Owen, Stephen M. Sharkey, Brian J. O’Connor
This program will focus on fundamental partnership tax issues as well as on more advanced real estate and partnership tax planning issues.  Real life fact patterns will be used.  There will also be the opportunity for “shop talk” and attendees are encouraged to bring their issues to be discussed by the panel.

Thursday, November 10
Kingsmill Resort
Williamsburg, VA


8:00-8:20 a.m.
Registration and Continental Breakfast
8:20-8:30 a.m.
Introductory Remarks
Stephen L. Owen
8:30-10:00 a.m.
Estate Planning for Closely Held Businesses
Speaker:          Stefan F. Tucker
Moderator:      Stephen L. Owen
This program will focus on the challenges that closely held business owners (including real estate and family farms) face with succession planning and minimizing estate, gift and generation skipping taxes.  The discussion will include valuation discounting and qualifying for special valuation under Section 2032A and deferred payment of estate taxes under Section 6166.
10:00-10:15 a.m.
Refreshment Break
10:15-11:45 a.m.
Planning for Real Estate Opportunities
Speakers:        Brandon C. Carlton
                        Stephen M. Sharkey
Moderator:      Cameron N. Cosby
This program will focus on current hot topics in real estate including the recently issued “repair” regulations, cost segregation, [charitable easements] and tax credits including historic rehab credits, low income credits, enterprise zones and state tax credits.
11:45-11:55 a.m.
Refreshment Break
11:55 a.m.-1:00 p.m.
Lunch Session:  Virginia Hot Topics
Speakers:        Craig D. Bell
William L.S. Rowe
A panel-led discussion surveying recent cases, rulings, legislation and developments of interest in the area of Virginia taxation.
1:00-1:15 p.m.
Refreshment Break
1:15-2:45 p.m.
Structuring Compensation Arrangements for the Closely Held Business
Speaker:          Elizabeth E. Drigotas
Moderator:      Edith E. Weiss
This program will focus on a variety of techniques used by S Corporations and LLCs to attract and retain key employees, including nonqualified deferred comp, using options, warrants and restricted shares as well as “phantom” equity arrangements.  Section 83(b) elections and Section 409A will be discussed.
2:45-3:00 p.m.
Refreshment Break
3:00-4:15 p.m.
Dealing with the New Partnership (and LLC) Audit Rules
Speakers:        Craig D. Bell
                        Steven R. Schneider
4:15-4:30 p.m.
Refreshment Break
4:30-6:00 p.m.
Structuring (and Drafting) Joint Venture Agreements
Speakers:        Brian J. O’Connor
                        Steven R. Schneider
Moderator:      Stephen L. Owen
This program will consider various issues presented in structuring and drafting operating agreements for operating businesses and for real estate investments.  Topics will include special allocations (including 704(c)), target allocations, profits interests, book ups, dilutions, tax distributions.

Friday, November 11
Kingsmill Resort
Williamsburg, VA


8:00-8:20 a.m.
Registration and Continental Breakfast
8:20-9:35 a.m.
Let My Trustees Go!  Planning to Minimize or Avoid Virginia and Other State Income Taxes on Trusts
Speaker:          Richard W. Nenno
This program will focus on a variety of state income and transfer tax traps and opportunities for trusts.
9:35-10:40 a.m.
Choice of Business Entity
Speaker:          C. Wells Hall, III
Moderator:      Stephen L. Owen

A discussion of the choice of “business entity” for different factual situations, including the use of taxable, conduit or pass-through, and “blocker” entity structures, the use of the “check the box” regulations as they relate to the choice of entity decision, tax and nontax advantages and disadvantages of the sole proprietorship or single member LLC vs. LLC taxed as a partnership, S corporation vs. regular C corporation as a business entity, double taxation as it relates to corporate distributions and corporate liquidations, use of private REIT and partnership (UPREIT) structures for real estate investments.

10:40-10:55 a.m.
Refreshment Break
10:55 a.m.-12:00 p.m.
Tax Status:  Employee vs Independent Contractor and Employee vs Partner
Speaker:          Kurt L.P. Lawson
12:00-12:15 p.m.
Refreshment Break
12:15-1:15 p.m.
Lunch Session:  Post-Election Tax Reform?
Speaker:          Evan M. Migdail
Moderator:      William M. Richardson
1:15-1:30 p.m.
Refreshment Break
1:30-3:00 p.m.
Planning the Purchase and Sale of LLC and S Corp Targets
Speakers:       William M. Richardson
                       Robert G. McElroy
This program will focus on the tax and nontax considerations in structuring the acquisition and disposition of LLCs and S Corps, including allocation of purchase price, basis adjustments, recapture and other look through rules. 
3:00-3:15 p.m.
Refreshment Break
3:15-4:45 p.m.
Federal Tax Update
Speaker:          Stephen L. Owen

This session will include a discussion of the “Top 15” current developments and tax planning opportunities.  The primary focus will be on transactions involving S corporations and limited liability companies.