William and Mary Law School

Sophisticated Tax Planning in Turbulent Times

59th Annual Tax Conference

Wednesday, November 6, 2013

at William & Mary Law School



4:00 p.m. – 6:00 p.m.

Introduction to Partnership Taxation

Session is held at William & Mary Law School

Robert G. McElroy

Thomas P. Rohman

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 liabilities; partner-partnership transactions; transfers of partnership interests; distributions; and death or retirement of a partner.



Thursday, November 7, 2013

At Kingsmill Resort


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

 8:30 a.m. – 8:45 a.m.

Introductory Remarks

Howard J. Busbee

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.

 Federal and State Due Diligence for M&A and Equity Investments LLCs

Jerald D. August

Discussion of the principal tax considerations that should be taken into account in negotiating acquisition agreements, from both the buyer's and seller's perspectives, involving corporations, including S corporations.  Emphasis will be given to the relevant contractual provisions contained in acquisiton agreements pertaining to tax matters, including the parties' tax representations and warranties, covenants, and indemnification provisions.  Other points for consideration will be purchase price allocations, allocation of income or loss in year of sale, impact of tax sharing agreements and dispute resolution provisions.

 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

 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.

 Compensating Owners and Key Employees of Partnerships and LLCs

Elizabeth Drigotas

Steven R. Schneider

 This panel covers the latest tax considerations in structuring compensatory arrangements for owners and key employees of partnerships and LLCs.  The experienced panelists will discuss a range of topics including Section 409A, partnership profits interests, phantom equity and other forms of deferred compensation.  The panel will focus on comparing and contrasting the different compensation alternatives to help identify the best form of compensation for different types of partnerships and LLCs.

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

 3:15 p.m. – 4:45 p.m.

 Recent Developments & Tax Planning for High Income Taxpayers

Cameron N. Cosby

Brian J. O’Connor

 Beginning in 2013, new income taxes and tax rates came into effect, including the new 3.8% tax on net investment income.  This session will review those new taxes and rates as they apply to high income individual taxpayers.  The session also will discuss planning options for high income taxpayers, particularly as they apply to real estate investments and related income.

4:45 – 5:00 p.m. - Refreshment Break

 5:00 – 6:00 p.m.

 Introduction to M&A Taxation - S Corporations and Section 336(e)

Robert G. McElroy

William M. Richardson

 Recently issued Section 336(e) regulations create new opportunities for dispositions of S corporation stock to be treated as asset sales.  This presentation will examine the new regulations, compare Section 336(e) to other dispositions, including Section 338(h)(10), and explore new strategies and areas of uncertainty.

Friday, November 8, 2013

at Kingsmill Resort


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

 8:30 a.m. – 10:15 a.m.

 Federal Tax Controversy Panel

Craig D. Bell

William L.S. Rowe

Learn about the latest trends and representation stratgegies regarding the evolving nature of IRS exams and appeals in an agressive tax enforcement environment.  Our experienced tax controversy panelists will discuss strategies and techniques regarding IRS requests to interview the taxpayer or return preparer, when you should limit extensions of the statute of limitations, use of FOIA as an administrative discovery tool, maximizing steps to keep taxpayer communications confidential, including access to tax accrual work papers, and a full discussion of the latest trends in handling cases before the IRS Office of Appeals.

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

 10:30 a.m. – 12:00 p.m.

 I Want Out – Tax Considerations in Exiting a Partnership

James B. Sowell

 Partners and their advisors often need to evaluate alternate tax strategies when exiting a partnership.  Seemingly comparable methods can produce significantly different tax results.  This program will focus on different exit strategies and highlight important tax issues, including character, installment reporting, stuffing allocations, retained equity interests, and mixing bowls.

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

 12:15 p.m. – 1:15 p.m.

 Keynote Address - Tax Reform in the 113th Congress:  Insights and Analysis

Russell W. Sullivan (former Staff Director of the Senate Finance Committee)

 This session will discuss the prospects of comprehensive tax reform in the 113th Congress with a special focus on corporate tax reform.  The presentation will highlight recent tax policy developments, pending tax reform proprosals, and related debt limit and deficit reduction legislation.

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

 1:30 p.m. – 3:00 p.m.

 Estate & Gift – Advising Clients After the 2012 Tax Act

Dennis I. Belcher

     The speaker will discuss the impact of the American Taxpayer Relief Act on estate planning, including the increased significance of income tax planning, whether to rely on portability or use a credit shelter trust, the impact of state death taxes, and the possibility for future tax legislation affecting estate planning.

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

 3:15 p.m. – 4:45 p.m.

Real Estate & Partnership Hot Topics

Robert J. Crnkovich

Steven M. Friedman

As Congress considers the most significant and far-reaching changes to the tax rules for partnerships and partners in a generation, this session will explore pro-active tax planning techniques using partnerships for business and real estate owners, while helping partners avoid those unpleasant "gotcha" moments." Our focus will be on acquisition and disposition planning and pitfalls.

 4:45 p.m. - Adjournment