Applying Waterfall Allocations: Calculating Standard and Complex Layered and Target Allocations
A live 110-minute CPE webinar with interactive Q&A
This webinar will provide partnership tax practitioners with the tools necessary to interpret and allocate waterfall provisions in partnership operating agreements. This webinar will review the two leading partnership allocation methods used by draftspersons when drafting partnership agreements, and provide hands-on examples of the corresponding calculations of income and loss, distributions, liquidating distributions, and the maintenance of capital accounts by a partner based on each allocation method.
Outline
- Statutory and IRS Requirements
- Types of Agreements/Allocations
- Allocation Based/Layered Allocations
- Distribution Based/Target Allocations
- Allocation Examples
- Some Issues with Distribution/Target Allocations
Benefits
The panel will cover these and other critical issues:
- Statutory and IRS requirements for partnership allocations
- Maintaining substantial economic effect under IRC Section 704(b)
- Being able to identify whether an agreement contains layered or target allocations
- How to track allocations under both layered and targeted allocation partnership agreements
- Examples of good and problematic allocation provisions
- The importance of granting override authority in agreements so that partnership allocation provisions function as intended
Faculty
Professor Noel P. Brock
Assistant Professor
Eastern Michigan University
Professor Noel P. Brock is an associate professor at Eastern Michigan University where he teaches and researches in all... | Read More
Professor Noel P. Brock is an associate professor at Eastern Michigan University where he teaches and researches in all areas of tax law with specific emphasis on business (partnership, corporate and international) taxation. He teaches primarily in the Master of Tax Program. Prior to entering academia in January 2012, he spent over 18 years in private practice—most recently, he was a partner and the partnership tax practice leader in the Washington National Tax Office of Grant Thornton LLP. Prior to joining Grant Thornton LLP, Professor Brock practiced in with international accounting and law firms where he represented clients in transactional tax matters including partnership, international, corporate and financial products transactions. Since entering academia, Professor Brock has remained engaged in practice on a part time basis and is currently a Principal with Holthouse Carlin & Van Trigt LLP.
Professor Brock’s research focuses on business taxation and accounting education. Among the awards he has received since entering academia include being awarded researcher of the year twice. His research has been published in in leading international and national journals, including The Tax Adviser, Journal of Accountancy, Journal of Passthroughs, Journal of International Taxation, Tax Notes, The Journal of Legal Tax Research, Practicing Law Institute, and CCH TAXES, The Tax Magazine, among others. His work been cited by other leading tax professionals and in major tax treatises.
Professor Brock has spoken at international, national and regional tax conferences, including the ABA Section of Taxation, The 67th Annual University of Chicago Federal Tax Conference, District of Columbia Bar, Strafford Publications, A.L.I. CLE, AICPA, Private Equity International, and the Atlanta Tax Forum.
Professor Brock also remains very active in both the AICPA (as former chair and associate member of the Partnership Technical Resource Panel) and the ABA (former chair of and current member of the Partnerships & LLCs Committee, and Member of the Corporate Taxation Committee).
Close
Kevin Chapman, CPA
Principal
Holthouse Carlin & Van Trigt
Mr. Chapman brings over 11 years of experience in public accounting with a primary focus on serving clients... | Read More
Mr. Chapman brings over 11 years of experience in public accounting with a primary focus on serving clients in the real estate and private equity industries. He provides compliance and consulting services to some of the largest companies in Arizona and supports them through the entire business life-cycle— due diligence and acquisition, operations, refinance and restructure, and disposition. Mr. Chapman has significant experience with the taxation of pass-through entities, including LLCs, partnerships, and S-corporations. He regularly assists clients with complex partnership allocations, basis adjustments, minimum gain, and capital analysis. Mr. Chapman also has experience addressing tax-exempt investor issues including uniform capitalization rules, UBTI analysis, and more. He has modeled tax allocations for partnerships involving more than 600 partners.
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