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 parking passes required)
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:          Douglas L. Siegler
Moderator:      Stephen L. Owen
This presentation considers the management and ownership of real estate assets in ways best attuned to minimizing estate and gift taxes.  The discussion includes forms of ownership, business succession concerns, gifting and/or sales techniques that are particularly well-suited for real estate entrepreneurs and methods of providing for the payment of estate and gift taxes in the most cost-efficient ways.

10:00-10:15 a.m.
Refreshment Break
10:15-11:45 a.m.
Real Estate Related Methods and Credits
Speakers:        Brandon C. Carlton
                        Stephen M. Sharkey
Moderator:      Cameron N. Cosby
This session will consider key developments related to real estate investment credits and recovery of the basis of real property.  From legislative, regulatory, administrative, and practical standpoints, much has happened that will affect practitioners, including in the areas of the new markets tax credit, depreciation, repairs versus capitalization, among others.

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
This presentation will focus on the landscape of the new partnership audit rules resulting from amendments made by the Bipartisan Budget Act of 2015 and the repeal of TEFRA.  While the new law applies to partnership taxable years starting on January 1, 2018, there is much to be done now by tax practitioners.  The panel will discuss areas such as rules to “opt out” of the new audit requirements and issues created by the new “partnership representative” and their ability to bind partners to audit decisions.  How the IRS decides imputed underpayments, and how to implement a new regime of assessment, collection and payment rules will be covered, as well as statute of limitations applications.  The panel will address issues that practitioners should focus on now when drafting and negotiating partnership agreements. All of the foregoing are likely to be in a state of flux in 2017 as we wait for guidance from the IRS, U.S. Tax Court, and possibly Congress, making this presentation all the more timely and relevant. 

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:      Mark Van Deusen
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, and 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
Planning for state income taxes on trusts is a critical aspect of the estate-planning process.  If done well, it can produce substantial benefits; if done poorly, it can produce substantial avoidable costs.  This presentation will:
- Survey how all 50 states and the District of Columbia tax trust income
- Summarize the constitutional limitations on such taxation
- Describe the rules in Virginia and other key states
- Consider planning for new and existing trusts
- Cover related issues.

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
This presentation will examine the standards used by federal and state agencies and the courts to determine whether a service-provider is an employee, an independent contractor, or a partner.  It will describe the starkly different ways service-providers are treated under various laws based on that classification, the complications that poses, and the techniques that parties use to defend their classifications.  The main emphasis will be on classification for tax purposes, but other federal and state labor laws also will be considered.  The issues raised by the use of PEOs and granting partnership interests to employees will be highlighted.

12:00-12:15 p.m.
Refreshment Break
12:15-1:15 p.m.
Lunch Session:   Tax Reform in the New Administration
Speaker:          Evan M. Migdail
Moderator:      William M. Richardson
This session will focus on the tax policy positions of the presidential candidate that prevailed in the November 2016 election and the likelihood of the enactment of the new President’s policies in the incoming Congress.  The speaker will discuss the expected makeup of the tax writing committees in the new Congress and the attitude of the expected Leaders of both Parties in Congress with respect to tax policy.  In that regard the speaker will review tax reform proposals made in 2016 by House Republicans and by key members of the Senate Finance Committee and how these proposals will fit into the tax policy agenda in 2017.  The speaker will also focus on whether any tax issues will be addressed in a possible 2016 post-election Lame Duck session of Congress and the timeline for action in 2017.

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 tax and nontax considerations in structuring the acquisition and disposition of LLCs and S corporations, including allocation of purchase price, basis adjustments, recapture and 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.