Tax Counsel's Guide to Partnership Disguised Sales Rules: Structuring Transactions to Avoid Taxable Events
Navigating Section 707 to Uphold Classification of Partners' Contributions and Distributions
Recording of a 90-minute premium CLE/CPE webinar with Q&A
This CLE/CPE course will provide tax counsel and advisers with a thorough, practical guide to the disguised sale rules for partnerships since the Fourth Circuit’s decision in Route 231 LLC v. Commissioner. The panel will discuss the facts and circumstances tests listed in the Treasury Regulations, detail the significant changes to the disguised sale rules in proposed regulations, and offer useful guidance in drafting transfer documents to withstand IRS scrutiny.
Outline
- Current status of disguised sale regulations
- Structuring considerations to avoid disguised sale reclassification
- Route 231 holding and the IRS approach to property
- Changes to at-risk measurement in proposed regulations
Benefits
The panel will discuss these and other important issues:
- The IRS approach to what constitutes “property” in partnership transactions
- What the proposed regulations change about the measurement of “at risk” amounts in allocating recourse debt in partnership-partner transactions
- Transactions that are most likely to trigger disguised sale and anti-abuse rules—and result in taxable events
Faculty
Joseph C. Mandarino
Partner
Smith Gambrell & Russell
Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of... | Read More
Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of businesses and transactions, including experience with compliance, planning and M&A activities for partnerships, individuals and corporations. Mr. Mandarino’s practice also includes representation in tax controversy work. He writes and speaks extensively on a wide range of business, tax and finance topics.
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Belan K. Wagner
Managing Partner
Wagner Kirkman Blaine Klomparens & Youmans
Mr. Wagner has over 35 years of in-depth experience in business, taxation, tax planning and controversy resolution,... | Read More
Mr. Wagner has over 35 years of in-depth experience in business, taxation, tax planning and controversy resolution, mergers and acquisitions, real estate, and estate planning. He provides direct representation to business owner clients, frequently structured as pass-through entities, and also acts as an expert resource to their primary attorneys, accountants and other representatives.
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William M. (Trey) Gerhardt, III, J.D., LL.M
Tax Consultant
RSM US
Mr. Gerhardt provides tax consulting and advisory services that allow businesses to improve performance and enable... | Read More
Mr. Gerhardt provides tax consulting and advisory services that allow businesses to improve performance and enable growth, while maintaining compliance with tax regulatory authorities. He represents clients in tax controversy and dispute resolution proceeding, works closely with clients on executive compensation and employee benefit issues, and assists nonprofit entities with tax exempt issues. He also works with SALT professionals in the firm to provide tax consulting and representation for Texas-based and multi-state entities. Prior to joining the firm, he worked at two law firms with large business and tax law practices.
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