June 7 & 8, 2012
Hyatt Regency Hill Country Resort
San Antonio, Texas
Sponsored by
The Partnership and Real Estate Tax and Corporate Tax
Committees of the Tax Section of the State Bar of Texas
BDO USA, LLP
Elliott & Thomason, LLP
Hunton & Williams LLP
Kemp Smith LLP
Locke Lord LLP
Meadows, Collier, Reed, Cousins,
Crouch & Ungerman, L.L.P.
Munsch Hardt Kopf & Harr, P.C.
Strasburger & Price, LLP
Thompson & Knight LLP
Wells Fargo Bank
Winstead PC
in cooperation with
The Texas Institute of Continuing Legal Education
28th ANNUAL TEXAS
FEDERAL TAX INSTITUTE
This course has been approved for 13.25 hours credit (including 1.50 hours ethics)
which will apply toward MCLE, the College of the State Bar of Texas, and the Texas Board of Legal Specialization in Tax Law, Real Estate Law and Estate Planning/Probate.
MCLE credit is available in other states. Please let us know your needs when you register for the Institute. CPAs may obtain 15.90 hours of CPE credit toward licensing with the
Texas State Board of Public Accountancy. Sponsor No. 6867.
28Th ANNUAL TEXAS FEDERAL TAX INSTITUTE
June 7 & 8, 2012 • Hyatt Regency Hill Country Resort • San Antonio, Texas
PRogRAm
ThURSDAY, JUNE 7, 2012Moderator: R. David Wheat, Dallas, Texas, Institute Vice-Chair
Past Chair, Section of Taxation, State Bar of Texas Past Chair, ABA Tax Section, Corporate Tax Committee
8:00 a.m. Late Registration – Hill Country Ballroom Foyer, Hyatt Regency Hill Country
9800 Hyatt Resort Drive, San Antonio, Texas 78251 (210) 647-1234 8:50 a.m. Welcome – R. Brent Clifton, Dallas, Texas, Institute Chair
Past Chair, Section of Taxation, State Bar of Texas
Past Chair, ABA Tax Section, Partnerships and LLCs Committee 9:00 a.m. Current Issues in Tax-free Spin-offs and Related Restructurings – Analysis
of hot topics in spin-offs; consideration of tax issues in pre and post-spin-off restructurings; discussion of spin-offs involving closely-held corporations.
Joseph M. Pari, Washington, D.C. William D. Alexander, Washington, D.C. 10:00 a.m. Coffee Break
10:15 a.m. M&A Structures with Joint Ventures, Pass-Throughs, and Disregarded Entities – Focus on the use of partnerships in corporate M&A as well as
corporate joint ventures, including a discussion of the use of disregarded entities in such transactions.
Julie A. Divola, San Francisco, California William D. Alexander, Washington, D.C.
11:15 a.m. Hot Tax Issues in M&A and Discussion of Current Corporate Tax Developments – Analysis of tax treatment of contingent consideration in M&A
such as earn-outs; illustration of how sellers obtain value for NOLs and other losses; use of a “tax receivables agreement”, emphasis on current corporate tax developments, including the signing date rule for establishing COI in a tax-free reorganization.
David Strong, Denver, Colorado
12:15 p.m. Lunch – Tickets may be purchased for $25 each. Please indicate the number of
tickets you wish to purchase on the enclosed registration form. Tickets will not be sold at the door.
Topic: Our Obligations to the Tax Profession: Ethical and Pro-Bono
Opportunities for the Tax Professional
Speaker: Rudolph R. (Ruddy) Ramelli, Chair-Elect, Section of Taxation, American Bar Association, New Orleans, Louisiana
1:45 p.m. Key Tax Issues in Dealing with Preferred Stock – Preferred stock is commonly
used in financing, restructuring and acquisitions for both public and private companies. This discussion will focus on the key tax issues and traps for the unwary in the use of preferred stock in these scenarios, including the phantom stock dividend rules, preferred OID, dividend treatment on preferred stock redemptions under Section 302 and treatment of convertible preferred stock.
Philip B. Wright, St. Louis, Missouri 2:45 p.m. Coffee Break
3:00 p.m. Negotiating and Drafting Tax Provisions in Acquisition Agreements –
Discussion of key considerations in negotiating and drafting M&A agreements, including consideration of common provisions, purchase price allocations, tax elections, reporting matters and tax due diligence.
Richard L. Reinhold, New York, New York 1.00
Ethics Credit
4:00 p.m. Mergers and Acquisitions with MLPs – Experts in this area discuss the unique
tax issues that arise when publicly traded partnerships acquire entities or assets for different types of consideration (e.g., cash, units, special units, escrows) and under various transaction structures.
C. Timothy Fenn, Houston, Texas Thomas W. Ford, Jr., Houston, Texas John Edward Lynch, Houston, Texas 5:00 p.m. Adjourn
FRIDAY, JUNE 8, 2012
Moderator: Kevin Thomason, Dallas, Texas, Institute Vice-Chair
Past Chair, Section of Taxation, State Bar of Texas Past Chair, ABA Tax Section, Real Estate Committee
8:30 a.m. Current Developments in Partnership and Real Estate Taxation – A review
and analysis of recent cases, regulations, rulings and possible legislation impacting the areas of partnership and real estate taxation.
Jennifer H. Alexander, Washington, D.C.
Eliot L. Kaplan, Phoenix, Arizona
9:30 a.m. Decision Points in Leveraged Partnerships – In Canal Corp., the Tax Court held that a leveraged partnership failed to deliver the desired deferral. The implications of the case on tax practice has been much debated, but little attention has been paid to the nuts and bolts of properly accomplishing a leveraged partnership transaction in light of Canal Corp. and Section 7701(0). This panel will focus on the key deal and tax decision points that must be addressed when structuring a leveraged partnership.
George C. Howell, III, New York, New York Eric Sloan, New York, New York
10:30 a.m. Coffee Break
10:45 a.m. FATCA’s Impact on the International Investment Community – The Foreign
Account Tax Compliance Act (FATCA) was enacted to deter U.S. persons from investing through foreign financial institutions to avoid U.S. taxes. That simply stated goal has led to a new U.S. withholding tax in 2014 affecting every U.S. person paying amounts to foreign persons and a complex new regime. We will explore recent regulations, possible exemptions, and compliance approaches involving partnerships and real estate.
Michael Hirschfeld, New York, New York
12:00 Noon Lunch – Tickets may be purchased for $26 each. Please indicate the number of
tickets you wish to purchase on the enclosed registration form. Tickets will not be sold at the door.
Topic: An Update from Treasury
Speaker: Emily S. McMahon, Acting Assistant Secretary (Tax Policy),
U.S. Department of the Treasury, Washington, D.C.
*Presentation of Outstanding Texas Tax Lawyer Award
1:30 p.m. Home Concrete, Mayo, and other TEFRA Substance – Home Concrete and
Mayo address critical issues for judicial review of tax regulatory authority and the effect of overstated basis on the statute of limitations in an atmosphere of significant taxpayer confusion over the role and rights of partners and the TMP. This panel will address these issues and offer practical advice for drafting TMP provisions in partnership agreements.
Adam M. Cohen, Denver, Colorado Josh O. Ungerman, Dallas, Texas
2:30 p.m. Tax Issues in Real Estate Funds – As real estate funds grow ever larger with
more diverse structures, investors and investments, the associated tax issues multiply and become increasingly complex. This panel will address the multiplicity of critical tax issues arising in the current real estate fund environment. Bahar A. Schippel, Phoenix, Arizona
Eric Sloan, New York, New York 3:30 p.m. Adjourn
R. Brent Clifton, Institute Chair, Locke Lord LLP, Dallas
J. Scott Morris, Institute Chair Emeritus, J. Scott Morris PC, Austin Kevin Thomason, Institute Vice-Chair, Elliott & Thomason, LLP, Dallas R. David Wheat, Institute Vice-Chair, Thompson & Knight LLP, Dallas William D. Elliott, Elliott & Thomason, LLP, Dallas
Donna J. Passons, President, Texas Institute of CLE, Austin
Planning Committee
.50 Ethics Credit
HYATT REGENCY HILL COUNTRY RESORT — RESERVATIONS
The Hyatt Regency Hill Country Resort is tucked away on 200 tree-covered acres in northwestern San Antonio located at 9800 Hyatt Resort Drive, San Antonio, Texas 78251. Minutes from shopping centers, The Alamo, and San Antonio’s River Walk, the Resort is host to a spectacular 18-hole golf course, a 4-acre water park which includes two swimming pools separated by cascading waterfalls and a 950-foot Ramblin’ River, and outdoor decks and pavilions. A limited number of rooms are reserved at this spectacular facility at the special rate of $199 single or double. Space is limited. Rooms are provided on a space availablebasis; we encourage you to register and reserve your room early. All unused rooms will be released on May 15, 2012. Your hotel reservation must be made through our office.
See the hotel reservation form for further information.
CoNFERENCE FACULTY
William D. AlexanderAssociate Chief Counsel, Office of Chief Counsel
Internal Revenue Service Washington, DC
Jennifer H. Alexander
Attorney Advisor, Office of Tax Legislative Counsel
U.S. Department of the Treasury Washington, DC
Adam M. Cohen
Holland & Hart LLP Denver, CO
Julie A. Divola
Pillsbury Winthrop Shaw Pittman LLP
San Francisco, CA
C. Timothy Fenn
Latham & Watkins LLP Houston, TX Thomas W. Ford, Jr. Andrews Kurth LLP Houston, TX Michael Hirschfeld Dechert LLP New York, NY
George C. Howell, III
Hunton & Williams LLP New York, NY
Eliot L. Kaplan
Squire Sanders Phoenix, AZ
John Edward Lynch
Vinson & Elkins LLP Houston, TX
Emily S. McMahon
Acting Assistant Secretary (Tax Policy)
U.S. Department of the Treasury Washington, DC
Joseph M. Pari
Dewey & LeBoeuf LLP Washington, DC
Rudolph R. (Ruddy) Ramelli
Chair-Elect, Section of Taxation, American Bar Association
Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P. New Orleans, LA
Richard L. Reinhold
Willkie Farr & Gallagher LLP New York, NY
Bahar A. Schippel
Snell & Wilmer L.L.P. Phoenix, AZ
Eric Sloan
Deloitte Tax LLP New York, NY
David Strong
Morrison & Foerster LLP Denver, CO
Josh O. Ungerman
Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P. Dallas, TX Philip B. Wright Bryan Cave LLP St. Louis, MO INSTITUTE CHAIR R. Brent Clifton Locke Lord LLP Dallas, TX INSTITUTE VICE-CHAIRS Kevin Thomason
Elliott & Thomason, LLP Dallas, TX
R. David Wheat
Thompson & Knight LLP Dallas, TX
It’s never too early to plan ahead...
Mark your calendars now for the
29th Annual Texas Federal Tax
Institute
June 6 & 7, 2013
SAVE ThE DATE!
TEXAS FEDERAL TAX INSTITUTE COURSE MATERIALS
Unable to attend this year’s Annual Texas Federal Tax Institute? You don’t have to miss out completely – order the audio CDs and course materials directly from The Texas Institute of Continuing Legal Education. You can also order audio CDs and course materials from past year institutes you may have missed. Place your order now using the attached registration form or visit us online at www.clesolutions.com to order course materials for current or prior year events. It’s the next-best thing to being there!Mail to: Texas Institute of Continuing Legal Education 28th Annual Texas Federal Tax Institute P.O. Box 4646
Austin, Texas 78765-4646
Online at:www.clesolutions.com
REGISTRATION FORM
Please register me for the conference as follows: Regular Pre-Registration (Due by 5 p.m. May 18, 2012) ... $ 695.00
Registration after 5 p.m. May 18 & before 5 p.m. June 1, 2012 ... $ 795.00
Registration after 5 p.m. June 1 & At the Door ... $ 845.00
Please select your choice of materials: Printed Version or USB Version ... $ Included
or Both Printed & USB Versions ($50.00 + .0825 sales tax) ... $ +54.13
_____ Thursday Luncheon Tickets at $25 each ... $ _______ _____ Friday Luncheon Tickets at $26 each ... $ _______
I cannot attend the conference. Please forward the following:
Audio CDs & course materials (USB or Printed) at $695 + .0825 sales tax... $ 752.34
Course materials only (USB or Printed) at $280 + .0825 sales tax ... $ 303.10
or Both Printed & USB Versions ($330 + .0825 sales tax) ... $ 357.23
TOTAL ENCLOSED ... $ _______
No refunds after 5 p.m. June 1, 2012. Call for Student or Government Discount Information.
Name ____________________________________________________________________________ Firm _____________________________________________________________________________ Address __________________________________________________________________________ City ___________________________________________ State _________ Zip ________________ Telephone _______________________________ Bar Card No. ____________________________ Fax ______________________________ E-Mail Address __________________________________
Make Check Payable to Texas Institute of Continuing Legal Education
Please Charge: AMERICAN EXPRESS VISA or MASTERCARD
Card No. ______________________________________________Exp. Date __________________ Security Code (3 or 4 digit code) ____________Name on Card ___________________________ Authorized Signature ______________________________________________________________ Billing Address (incl. Zip Code) ______________________________________________________ A limited number of rooms have been reserved at the Hyatt Regency Hill Country Resort at the rate of $199 per night (single or double). We will book your hotel reservations only after payment for the conference is received. Space is limited. Rooms are provided on a space available basis;
we encourage you to register and reserve your room early. All unused rooms will be released on May 15, 2012. When you receive your confirmation from the hotel, you must send your first
night’s deposit directly to the hotel. If you are charging your hotel stay, your first night’s deposit (including tax) will be taken from the credit card information provided below. Please do not send
any hotel deposits to Texas Institute of CLE.
Arrival: ____________________ Departure: ____________________ No. in Room: ___________
Please reserve: King Double Special Needs: ____________________________________ Name ____________________________________________________________________________ Firm _____________________________________________________________________________ Address __________________________________________________________________________ City __________________________________________State ___________Zip ________________ Telephone _____________________________________Fax _______________________________ E-mail hotel confirmation to: ________________________________________________________
To reserve your room with credit card, please complete the following information:
Card Type: ____________ Card No ____________________________________________________ Security Code (3 or 4 digit code) ________________ Exp. Date ____________________________ Authorized Signature _____________________Name on Card ____________________________ Billing Address (incl. Zip Code) ______________________________________________________
Call in: 512/451-6960
FAX to: 512/451-2911
(Phone, Fax and Online Registrations must be accompaniedby Visa, American Express or MasterCard Information.)
P.O. Box 4646
Austin, Texas 78765-4646
Pre-Registration—To ensure sufficient materials are available for all attendees, pre-registration is strongly encouraged. Door registration is subject to a $50 fee. Registration—You may register by telephone by calling 512/451-6960. Phone-in registrations require a VISA, AMERICAN EXPRESS or MASTERCARD number, expiration date, security code and billing address. You may also register online with a credit card at www.clesolutions.com.
Cancellations and Refunds—Refunds, less a $50 processing fee, will be given to registrants who cancel by 5 p.m. on the Friday preceding the conference. No refunds will be granted thereafter. Course materials and audio CDs will automatically be mailed to prepaid registrants who were not able to attend. Special Accommodations—If special arrangements are required for a person with a disability to attend this program, please contact us at 512/451-6960. Cover Art - A Tribute to Byron Fullerton - “Life Line” is an original by Byron Fullerton from Austin, Texas. Byron’s prolific artwork has graced the covers of our conference brochures for over 25 years. We were saddened to learn of his passing in the fall of 2011 and continue to honor his memory and artistic talent by featuring this special piece.
For more information about this program or other programs offered by The Texas Institute of Continuing Legal Education, call 512/451-6960, or visit www.clesolutions.com.
28th ANNUAL TEXAS
FEDERAL TAX INSTITUTE
Hyatt Regency Hill Country Resort
•
San Antonio, TexasJune 7 & 8, 2012 gENERAL INFoRmATIoN PRESORTED STANDARD U.S. POSTAGE PAID Austin, TX Permit No. 1357
