William and Mary Law School

Sophisticated Tax Planning for Closely Held Businesses

60th Annual Tax Conference
Wednesday, November 5, 2014
at William & Mary Law School

(Parking permits are needed to park in faculty/staff spots.)


 5:00 p.m. – 7:00 p.m.

Introduction to Partnership Taxation
Thomas P. Rohman
Robert G. McElroy

A primer on partnership (including LLC) taxation including formation and contributions of built-in gain or loss property; tax accounting for operations; allocations of gain or loss; partnership liabiliites; partner-partnership transactions; transfers of partnership interests; distributions; and death or retirement of a partner.

Session is held at William & Mary Law School

Thursday, November 6, 2014
At Kingsmill Resort


 8:00 a.m. - 8:30 a.m. – Registration & Coffee

 8:30 a.m. – 8:45 a.m.

Introductory Remarks - Robert G. McElroy

8:45 a.m. - 10:15 a.m.
Federal Tax Update
Stephen L. Owen

A look at the most meaningful developments in recent tax law.  Rather than reciting a litany of holdings and pronouncements, this session will focus on the key cases, rulings and administrative pronouncements and what their likely impact will be for both clients and tax practitioners.

10:15 a.m. - 10:30 a.m. – Refreshment Break

10:30 a.m. – 12:00 p.m.
Working with the Section 752 Partnership Liability Allocation Rules
Jennifer H. Alexander and Andrea M. Whiteway
This program will explore the mechanics for allocating nonrecourse and recourse liabilities, their impact on basis, distributions, loss allocation and, planning opportunities, and the recently issues proposed regulations and their potential impact on tax structuring of partnership roll-ups; disguised sale planning, and on existing partnership liability allocations.

12:00 p.m. – 12:15 p.m. - Refreshment Break

12:15 p.m. - 1:15 p.m. – Lunch Session
Virginia Hot Topics
Craig D. Bell and William L.S. Rowe

A panel-led discussion surveying recent cases, rulings, legislation and developments of interest in the area of Virginia taxation.

1:15 p.m. – 1:30 p.m. - Refreshment Break

1:30 p.m. – 3:00 p.m.
Contingent Purchase Price, Contingent Liabilities and Indemnities in Taxable Acquisitions
William M. Richardson and Robert H. Wellen

Business acquisitions often have loose ends.  Part of the purchase price may be contingent, e.g., an earn-out, a contingent value right, or an escrow subject to later developments.  In addition, contingent liabilities (whether retained by the seller or assumed by the buyer) must be taken into account.  The panel will discuss the tax treatments of these loose ends to sellers and buyers, focusing on taxable acquisitions of assets, partnership interests or stock (including stock acquisitions subject to section 338(h)(10) or section 336(e)).

3:00 p.m. – 3:15 p.m. - Refreshment Break

3:15 p.m. – 4:45 p.m.
Negotiating Tax Provisions in Partnership and LLC Agreements
Robert G. Gottlieb and Brian J. O'Connor

To avoid adverse tax consequences, partners and LLC members often must intensely negotiate certain tax provisions in their partnership and LLC agreements.  This session will focus on the key tax provisions in partnership and LLC agreements, demonstrate how the language in those provisions can give rise to disputes and discuss how those disputes are often customarily resolved.

4:45 p.m. – 6:00 p.m.
Tax Controversy Panel on Civil Tax Penalties
Craig D. Bell and Christopher S. Rizek

Join us for a lively discussion and receive practical "in the trenches" advice from our panel of tax controvery experts on what you need to know when defending against civil tax penalties.  Our experienced panel will provide you with the current practices and newest cases and procedures on penalty relief and defenses for taxpayers and their tax return preparers.  Topics to be covered include when good faith reliance, reasonable cause, and ordinary care will qualify as a defense to penalties.  Our seasoned tax litigators will provide advice and recommendations you should consider when representing your clients ... and possibly yourself.

Friday, November 7, 2014
at Kingsmill Resort


8:00 a.m. – 8:30 a.m. - Registration & Coffee

8:30 a.m. – 10:00 a.m.
Reclassification Risks for Compensation Paid by S & C Corporations to Shareholder-Employees
Stephen R. Looney

This presentation will discuss how the IRS and the Courts are addressing the reclassification of compensation and other payments to shareholds as dividends (unreasonably high compensation) in the context of C corporations, including the increasing application by the IRS and Courts of the so-called "independent investor test" to determine reasonable compensation.  The presentation will also cover how the IRS and the Courts are addressing the reclassification of distributions as compensation (unreasonably low compensation) subject to payroll tax liability in the context of S corporations. 

10:00 a.m. – 10:15 a.m. - Refreshment Break

10:15 a.m. – 11:30 a.m.
Income Tax Accounting Considerations in Restructuring Transactions
Glenn R. Carrington and Kristine M. Mora

This presentation will cover the tax accounting implications of various restructuring transactions described in IRC  §§ 351, 338, 381 and 1001.  Topics include accounting methods rules applicable to restructuring transactions, common exposure items that arise and alternatives for mitigating explosure, common accounting method pitfalls in structuring transactions, and accounting for contingent liabilities.

11:30 a.m. – 12:00 p.m. – Refreshment Break

12:00 p.m. – 1:15 p.m.
Advising Venture and Early-Stage Clients
Carroll D. Hurst and Gary D. LeClair

Early-stage companies are fragile, with small management teams, limited financial resources and challenges to develop products and markets.  This panel will focus on some of the myriad issues confronting early-stage companies, including a discussion of the different funding sources at various stages of a company's growth, strategies for seeking capital and consideration of the impact of projected valuations on the level of founders' equity dilution and the timing and amounts of equity raises, convertible notes as a possible alternative to equity, and considerations in negotiating the provisions of various contractual agreements with investors.  A current "ear to the ground" assessment of the Virginia Venture Capital Marketplace, with an emphasis on structuring issues such as choice of entity, equity incentive compensation, conversions of limited liability companies to corporations and debt vs. equity financings.

1:15 p.m. – 1:30 p.m. - Refreshment Break

1:30 p.m. – 2:30 p.m.
Net Investment Income Tax Planning
Jeanne M. Sullivan

The program will focus on planning and comliance issues related to the new net investment income tax imposed by section 1411 of the Code.  Topics will include the interaction of the NII tax with the passive loss rules of section 469 and the implications of certain structuring alternatives.

2:30 p.m. – 2:45 p.m. – Refreshment Break

2:45 p.m. – 4:15 p.m.
The New World of Estate Planning After the 2012 Tax Act
John B. O'Grady

This session will discuss taxable estates, portability, leftime gifts, changes to the trust tax rates and the President's proposals regarding estate taxes.  Recent developments in the law effecting estate planning and estate planning techniques that are still viable will also be discussed.

4:15 p.m. - Adjournment