Previous Events & CLE Programs
April 2, 2008
Committee Meeting
Amendments to Code Section 6694
Gregory Martinelli and Jonathan Glazer of Ernst & Young LLP will discuss the recent amendments to Code section 6694. They will review what this means not only for practitioners who prepare and sign tax returns but also virtually any advisor who plays a material role in determining how the tax consequences of a transaction will be reported.
Topics to be discussed include:
- How the requirements of revised Code section 6694, coupled with FASB Interpretation 48, are impacting advice on structuring M&A and other business transactions.
- Best practices under the interim guidance provided by the IRS in Notice 2008-13.
- Teamwork between transactional tax advisors and tax return preparers in the new regulatory environment.
December 5, 2007
Committee Meeting
Impact of New Protocol to the U.S.-Canada Income Tax Treaty on Northbound and Southbound Transactions
Sponsors
Federal Tax & Business Transactions Committee
International Tax Committee
On September 21, 2007, the United States and Canada, after many years of negotiations, signed a new Protocol to amend the Convention between Canada and the United States of America with Respect to Taxes on Income and Capital. When this Protocol becomes effective, it will create both new opportunities and potential pitfalls in structuring cross-border transactions between the United States and Canada, including both “northbound” and “southbound” investments and acquisitions.
We will be privileged to have Frédéric Harvey and Marc G. Darmo from the Montréal office of the Canadian law firm of McCarthy Tétrault discuss the implications of the new Protocol from the Canadian legal and tax perspective.
September 24, 2007
Committee Meeting
State of the Like-Kind Exchange Industry: Impact of Recent Qualified Intermediary Bankruptcies, TICs and Other Hot Topics
Mary Cunningham, President of Chicago Deferred Exchange Company, will discuss the use of TICs, statutory trusts and other cutting-edge topics in the like-kind exchange industry.
The recent bankruptcy of 1031 Tax Group LLC and numerous affiliates serving as qualified intermediaries for like-kind property exchange transactions left hundreds of taxpayers without their property sale proceeds to complete the purchase of replacement properties for deferred “Starker” exchanges. How will taxpayers and the IRS handle these situations, and what has been the impact on the like-kind exchange industry? Don’t miss the opportunity to hear the answer to this question and many others from the perspectives of one of the like-kind exchange industry’s leading executives regarding the current state of the industry.
June 13, 2007
Committee Meeting
Financial Reporting in an IPO
Sponsors
Corporate Law Committee
Securities Law Committee
Corporate Counsel Committee
Federal Tax & Business Transactions Committee
Steven P. Coen, Director at Deloitte & Touche LLP, will discuss the financial reporting responsibilities and common challenges in an IPO.
May 9 , 2007
Committee Meeting
Stock Options under the Final 409A Regulations
Sponsors
Corporate Law Committee
Federal Tax & Business Transactions Committee
ERISA Committee
Joseph A. (Tony) Hugg, Of Counsel, DLA Piper US LLP, will discuss the treatment of stock options and other stock-related compensation techniques under the final 409A regulations. The final regulations change the rules on valuation of stock (including the start-up corporation safe harbor); the definition of service-provider stock; option grants for stock of corporations related to the employer; and extensions, assumptions and modifications of stock options. The program will also discuss "problem" stock options and the transition rules for the balance of 2007.
May 2 , 2007
Committee Meeting
Sponsors
Federal Tax & Business Transactions Committee
Tax-Exempt Organizations Committee
Joint Ventures between Tax-Exempt Organizations and For-Profit Industry: Exploring Alternatives
Jack A. Eiferman and Martha J. Nahill Frahm of Goulston & Storrs - A Professional Corporation will discuss the parameters of joint ventures between tax-exempts and for-profit industry members in order to avoid UBTI (unrelated trade or business taxable income) and private benefit issues.
As more non-hospital tax-exempt organizations are entering into “collaborations” or are “partnering” with for-profit industry members, such tax-exempt and for-profit industry members also must understand the federal income tax consequences if their joint venture is found to result in partnership classification for state law and federal tax purposes.
The presenters will discuss alternative structures that are used in both the hospital and non-hospital contexts including:
- use of for-profit subsidiaries or “blocker” corporations
- sponsored research agreements
- corporate sponsorship agreements
March 7, 2007
Committee Meeting
Patent Abuse of the Federal Income Tax System? Exploring the Limits of Patented Tax Advice
Steven J. Henry and Edmund J. Walsh, both partners at Wolf, Greenfield & Sacks, P.C., will explore the current controversy over patenting tax advice and tax compliance methodologies from a patent lawyer’s perspective. What at first seemed like a patently absurd issue now has tax practitioners wondering whether their advice might subject themselves or their clients to potential liability for patent infringement--and perhaps whether they should seek patent protection for their own innovative tax-planning techniques. Specific topics will include:
- What is a “business method” patent?
- What types of tax-related intellectual property are or might be patentable?
- How serious is the issue of potential patent infringement in the ordinary course of delivering tax advice?
December 6, 2006
Committee Meeting
High Regard for Disregarded Entities: Final Regulations on Allocations of Partnership Liabilities
Steven P. Eichel and Kenneth Y. Liu of Goulston & Storrs, a Professional Corporation will discuss the recently finalized Treasury Regulations regarding the application of Code Section 752 in the context of partners that are disregarded entities for federal income tax purposes. Contrary to long-standing IRS positions in similar contexts, these regulations look beyond the formal incidence of liability to the actual financial capacity of a disregarded entity partner to pay partnership liabilities if called upon to do so.
Specific topics include:
- A general overview of the current regime for allocation of liabilities among partners under the regulations under Code Section 752
- An explanation of the amendments to such regulations dealing with disregarded entities
- A discussion of the tax planning pitfalls and opportunities under the new rules on disregarded entity partners
Join us for a discussion of when “disregarded entities” are not “tax nothings.”
October 27, 2006
CLE Program
Section 409A Stock Option Valuation Issues
Section 409A has dramatically raised the stakes for avoiding "discounted" exercise prices for compensatory stock options. Mark Kitchen, Principal, and Jonathan Cort, Senior Manager, of the Economic and Valuation Services group of KPMG LLP will discuss what you and your clients should be doing to avoid the adverse consequences of the application of Section 409A to compensatory stock options.
Specific topics include:
- What kinds of valuation methodologies and documentation will pass muster under Section 409A?
- What is the "market standard," and what are companies actually doing to comply with the Section 409A valuation requirements?
- What are the costs and benefits of professional independent appraisals?
This meeting is open to all Tax Section members.
April 27, 2006
CLE Program
BBA CLE: Advanced Issues in Tax-Free Acquisitive Reorganizations
Full Program Description
A panel of renowned practicing attorneys and academics, along with top government representatives, will provide a thorough analysis of significant recent developments in the area of tax-free acquisitive reorganizations under Section 368 of the Internal Revenue Code.
April 5, 2006
Committee Meeting
Section 367: Cross-Border M&A Issues
Michael W. Hardgrove, a partner at PricewaterhouseCoopers LLP and Co-Chair of the International Tax Committee, will provide a comprehensive overview of cross-border M&A tax issues under Section 367 of the Code. This presentation will be particularly valuable to practitioners who work primarily in the area of domestic transactions and to international tax practitioners who would like to participate in a discussion of the rules under Section 367 of the Code.
This meeting is open to all Tax Section members. We hope you will join us for this presentation and discussion.
April 4, 2006
CLE Program
Understanding and Implementing New Internal Revenue Code Section 409A
Full Program Description
Section 409A is a sweeping statute requiring extensive changes to all deferred compensation arrangements, equity grant programs and even employment and severance agreements. This program will provide you with an overview of the Section 409A requirements as well as an in-depth examination of its far-reaching impact.
February 8, 2006
Committee Meeting
Section 199 Domestic Production Deduction
Marc Alms, a senior manager with KPMG’s Tax Practice in New York, and Kenneth O’Hara, a manager with KPMG’s Tax Practice in Boston, will discuss the Section 199 domestic production deduction.
The presentation will address the following topics:
- Why tax practitioners should focus on Section 199 now
- Overview of the proposed Section 199 regulations
- Process for calculating the Section 199 deduction
- Specific industry issues
- State and local issues
This meeting is open to all Tax Section members. We hope you will join us for the presentation and discussion regarding this new and important provision of the Code.
December 7, 2005
Committee Meeting
Russell E. Isaia, Tax Partner at Bingham McCutchen LLP, will discuss the practical impact of the recently proposed regulations under Section 409A for non-ERISA tax practitioners. One particular focus of the meeting will be a review of immediate transition issues. What actions do companies need to take by December 31, 2005 and what actions need to be taken by December 31, 2006? How might the rules affect standard practices concerning options and stock appreciation rights, e.g., do companies need to change their stock valuation practices for option and rights purposes?
The meeting also will focus on Section 409A issues likely to arise in the context of mergers and acquisitions, such as issues relating to separation pay arrangements, change of control agreements, transfers o f deferred compensation obligations, assumptions of options and retention or bonus plans.
This meeting is open to all Tax Section members. We hope you will join us for a lively discussion.
November 2, 2005
Committee Meeting
Join us for a presentation on the recently promulgated proposed regulations (and revenue procedure) dealing with the issuance of partnership interests in connection with the performance of services. These proposed rules raise significant issues for any tax practitioner working with pass-through entities.
We are privileged to welcome Deborah Harrington, formerly of the Office of Tax Legislative Counsel at the Treasury Department,as the keynote presenter at this meeting. Ms. Harrington was instrumental in the drafting and review of the proposed regulations and is currently a principal in the National Tax Office of Deloitte & Touche LLP.
Our moderator for the program will be Steven P. Eichel, Director at Goulston & Storrs, P.C. Mr. Eichel is known for his substantial expertise in the area of partnership taxation. In addition to the presentation, there will be a question and answer session.
This is a wonderful opportunity to hear highly respected experts speak on these important federal tax matters. We are looking forward to a great turnout for this meeting, and a lively discussion with our presenter and moderator. This meeting is open to all Tax Section members.
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