Southern Federal Tax Institute Southern Federal Tax Institute 2107 North Decatur Road, PMB 521, Decatur, Georgia 30033
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Business Taxation
Accounting, Benefits, Ethics
Estate Planning
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Business Taxation

TUESDAY MORNING, OCTOBER 24, 2017
James B. Sowell,
Presiding
Partnerships and Real Estate


8:00-
9:15
Current Developments in Partnerships and Real Estate, Including Like-Kind Exchanges – This session reviews current developments in partnership and real estate, with particular focus on the IRS’s heightened scrutiny of conservation easements, the implications of the Bartell case for reverse exchanges, proposed “fractions rule” regulations, treatment of recourse debt under Sections 1001 and 108 with respect to a disregarded entity, and other significant developments.
Sarah E. Ralph, Skadden, Arps, Slate, Meagher & Flom LLP, Chicago, IL
9:15-
10:30
Disguised Sales and Debt Allocation – The IRS and Treasury issued final, temporary, and proposed regulations under Sections 707 and 752. This session explains how the new rules operate with a practical focus on disguised sales, flexible allocations of nonrecourse debt in the absence of bottom-dollar guarantees, alternatives to debt-financed distributions, and how to handle existing “bottom-dollar guarantees” that are eligible for the 7-year transition rule.
Phillip Gall, Ernst & Young LLP, New York, NY
10:30-
10:45
Break
10:45-
12:00
Profits Interests: The Government Continues to Try to Put the Cat Back in the Bag – With a “freeze” being imposed upon the proposed fee-waiver regulations shortly after the campaign rhetoric about carried interest legislation, what’s left for partnership profits interests? Have the rules changed? This session answers that question with examples of what remains possible with profits interests, what’s questionable, and what probably just doesn’t work anymore.
John J. Rooney, KPMG LLP, Washington, DC
12:15-
1:05
Mid-day Program

TUESDAY AFTERNOON, OCTOBER 24, 2017
Reginald J. Clark,
Presiding
Corporations

1:15-
2:15
Current Developments in Corporations – This session reviews current corporate tax developments over the past year and looks ahead to the potential treatment of corporate transactions after possible tax reform.
William Alexander, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, DC
2:15-
3:15
Tax Considerations for Buyer and Sellers of S Corporations – Buyers and sellers of S corporations confront unique tax issues and opportunities, including potential elections under Sections 338(h)(10) and 336(e), treatment of qualified Subchapter S subsidiaries, built-in gains taxes, installment sales, and unusual acquisition structures. This session addresses these and other issues, with special emphasis on private equity transactions, as well as the impact of potential tax reform legislation.
Eric M. Elfman, Ropes & Gray LLP, Boston, MA
3:15-
3:30
Break
3:30-
4:30
Structuring Tax-Free Management Rollovers – Buyers often want a target’s existing management to have “skin in the game.” Likewise, a target’s existing management may want to retain some upside. Providing equity to management on a tax-efficient basis requires careful navigation of various corporate, partnership, and compensation tax rules. This presentation explains and simplifies tax-planning in this complex area.
Donald E. Rocap, Kirkland & Ellis LLP, Chicago, IL
4:30-
5:30
Stock Basis Issues for Closely Held Corporations – Shareholders in closely-held corporations often have multiple blocks of stock (whether they know it or not) or own multiple classes of stock. The basis recovery rules vary for redemptions (including Section 303 redemptions), Section 301(c)(2) dividends, Section 304 transactions, and tax-deferred reorganizations. This presentation demystifies these intricate and technical rules.
Gordon Warnke, Linklaters, New York, NY
 
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