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Partnership Distribution Rules and Exceptions: Key Issues for Tax Counsel, Planning Strategies to Minimize Liability

A live 90-minute premium CLE/CPE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
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Thursday, March 20, 2025 (in 10 days)

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926
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This CLE/CPE webinar will provide tax professionals guidance on navigating the partnership distribution rules and available exceptions. The panel will analyze a variety of partnership transactions focused on the tax consequences associated with them, key provisions under current tax law, guaranteed payments, "mixing bowl" rules, disguised sales, and other items as well as offer strategies to minimize adverse tax consequences.

Description

Partnership distributions and sales of partnership interest can result in significant tax liability. Tax professionals must be able to navigate complex tax rules in order to identify key issues and implement strategies to minimize tax liability when structuring partnerships and related transactions.

Under Sec. 731(a), owners of an entity treated as a partnership for tax purposes do not recognize taxable gain or loss on a distribution unless the distribution exceeds their outside basis in the partnership interest. The same applies under Sec. 731(b) whereas the partnership does not recognize taxable gain or loss on distributions made to owners. However, both provisions are subject to certain exceptions that tax professionals must understand along with the potential implications regarding tax basis under Sec. 732.

Tax practitioners advising both the partnership making distributions and the owners receiving the distributions must implement methods to minimize the tax consequences of these transactions.

Listen as our panel discusses certain types of partnership distributions and related tax rules, exceptions to the nonrecognition rules, issues stemming from guaranteed payments, disguised sales, and other challenges.

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Outline

  1. Tax rules applicable to partnership distributions
  2. Navigating exceptions to the nonrecognition rules
    1. Guaranteed payments
    2. Distributions involving the "mixing bowl" rules
    3. Disguised sales
  3. Tax issues for liquidating distributions of cash or property
  4. Determining tax basis
  5. Best practices for counsel and taxpayers to minimize tax liability

Benefits

The panel will discuss these and other key issues:

  • Tax treatment of the distribution to the partnership and any partners
  • General nonrecognition rules and exceptions
  • Potential tax implications of liquidating distributions of cash and property
  • Determining tax basis
  • Best practices for counsel and taxpayers to minimize tax liability

Faculty

Greenberg, Leo
Leo Greenberg
Attorney
Skadden, Arps, Slate, Meagher & Flom

Mr. Greenberg represents domestic and international clients in an array of U.S. federal income tax matters....  |  Read More

Kenney, Brian
Brian Kenney
Attorney
Nixon Peabody

Mr. Kenney’s practice concentrates on mergers, acquisitions, private equity investments and fund formation...  |  Read More

Malik, Shahzad
Shahzad Malik
Partner
Nixon Peabody

Mr. Malik is a partner within Nixon Peabody’s Corporate & Finance practice group and a member of our Tax...  |  Read More

Attend on March 20

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Cannot Attend March 20?

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. CPE credit is not available on recordings. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video