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31
st
Annual
Texas Federal Tax Institute
JUNE 10-12, 2015
Hyatt Hill Country Resort
San Antonio, Texas
The Texas Federal Tax Institute brings together leading Corporate,
Partnership and Real Estate Tax Professionals from across the United
States and is regarded as the premier Federal Tax EVENT in the Southwest.
Located at the beautiful Hyatt Hill Country Resort in San Antonio.
A limited number of rooms are reserved at this spectacular facility at
the special rate of $206 single or double. 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 17, 2015. Call 1-800-233-1234 to make your reservation.
Please mention you are with the Texas Federal Tax Institute to receive
the discounted rate.
for more information visit www.texfedtax.org
ADVISORY BOARD
Eric Solomon, ChairmanErnst & Young LLP Washington, D.C.
Buford P. Berry
Thompson & Knight LLP Dallas, Texas
Stanley L. Blend
Stasburger & Price, LLP San Antonio, Texas
William H. Caudill
Norton Rose Fulbright Houston, Texas
John E. “buck” Chapoton
Brown Advisory, Inc. Chevy Chase, Maryland
O. Don Chapoton
Houston, Texas
Thomas Crichton, IV
Vinson & Elkins LLP Dallas, Texas
Terence F. Cuff
Loeb & Loeb LLP Los Angeles, California
Lawrence B. Gibbs
Miller & Chevalier Chartered Washington, D.C.
Charles W. Hall
Norton Rose Fulbright Houston, Texas
Michael Hirschfeld
Dechert LLP New York, New York
Vester T. Hughes, Jr.
K&L Gates LLP Dallas, Texas
Stanley M. Johanson
University of Texas at Austin Austin, Texas
Phillip L. Mann
Miller & Chevalier Chartered Washington, D.C. Pamela F. Olson PwC LLP Washington, D.C. Joseph M. Pari KPMG LLP Washington, D.C. Emily A. Parker
Thompson & Knight LLP Dallas, Texas
Abraham N. M. (Hap) Shashy
King & Spalding LLP Washington, D.C.
Professor Ira B. Shepard
University of Houston Law Houston, Texas
Mark J. Silverman
Steptoe & Johnson LLP Washington, D.C.
Eric B. Sloan
Deloitte Tax LLP New York, New York
James B. Sowell KPMG LLP Washington, D.C. Stefan F. Tucker Venable LLP Washington, D.C. Louis S. Weller Bryan Cave LLP San Francisco, California
Fred T. Witt, Jr.
Frazer Ryan Goldberg & Arnold LLP Phoenix, Arizona
Denney L. Wright
ExxonMobil Corp Houston, Texas
J. Scott Morris, Chairman Emeritus J. Scott Morris, PC
Austin, Texas
Daniel G. Baucum, Secretary Cantey Hanger LLP
Dallas, Texas
William P. Bowers, Vice President Norton Rose Fulbright
Dallas, Texas
R. Brent Clifton
Winstead Dallas, Texas
David E. Colmenero
Meadows, Collier, Reed, Cousins, Crouch & Ungerman, LLP
Dallas, Texas
Brian Dethrow
Jackson Walker L.L.P. Dallas, Texas
William D. Elliott, Vice President Elliott, Thomason & Gibson, LLP
Dallas, Texas
C. Timothy Fenn
Latham & Watkins LLP Houston, Texas Thomas W. Ford, Jr. Andrews Kurth LLP Houston, Texas Thomas R. Helfand Winstead Dallas, Texas
J. Scott Hendon, CPA
BDO USA, LLP Dallas, Texas William H. Hornberger Jackson Walker L.L.P. Dallas, Texas Carla Howard
Energy Future Holdings Dallas, Texas
James Howard
Gardere Wynne Sewell LLP Houston, Texas
Leah Jackson Teague
Baylor University School of Law Waco, Texas
Todd D. Keator
Thompson & Knight LLP Dallas, Texas
Kristi Kennedy, CPA
McGladrey LLP Dallas, Texas
Orly Mazur
SMU Dedman School of Law Dallas, Texas
Elizabeth L. McGinley
Bracewell & Giuliani LLP New York, New York
Daniel J. Micciche
Akin Gump Strauss Hauer & Feld LLP Dallas, Texas
David A. Miller
Ernst & Young LLP Dallas, Texas
Patrick E. Mitchell
Hunton & Williams LLP Dallas, Texas
Patrick O’Daniel
Norton Rose Fulbright Austin, Texas
Cynthia M. Ohlenforst
K&L Gates LLP Dallas, Texas
Alyson Outenreath
Texas Tech University School of Law Lubbock, Texas
Wendy Trahan Salinas
Vinson & Elkins LLP Dallas, Texas
Julie Sassenrath
Winstead Dallas, Texas
Ken Sibley, CPA
CliftonLarsonAllen LLP Dallas, Texas
Barbara Spudis de Marigny
McGuireWoods LLP Houston, Texas
Amy Sutton
Deloitte Tax LLP Houston, Texas
Kevin Thomason, President Elliott, Thomason & Gibson, LLP
Dallas, Texas
Mitch Tiras
Locke Lord LLP Houston, Texas
Josh O. Ungerman
Meadows, Collier, Reed, Cousins, Crouch & Ungerman, LLP
Dallas, Texas
Katrina H. Welch
Texas Instruments Dallas, Texas
Labry Welty, Treasurer Munsch Hardt Kopf & Harr, P.C.
Dallas, Texas
R. David Wheat, Vice President Thompson & Knight LLP
Dallas, Texas
Gene Wolf, Vice President Kemp Smith LLP
El Paso, Texas
Andrews Kurth LLP
Baker Botts L.L.P.
BDO USA, LLP
CliftonLarsonAllen LLP
Deloitte Tax LLP
Elliott, Thomason & Gibson, LLP
Energy Future Holdings
Ernst & Young LLP
Gardere Wynne Sewell LLP
Hunton & Williams LLP
Jackson Walker L.L.P.
Kemp Smith LLP
King & Spalding LLP
KPMG LLP
Latham & Watkins LLP
McGladrey LLP
McGuireWoods, LLP
Miller & Chevalier Chartered
Munsch Hardt Kopf & Harr, P. C.
Norton Rose Fulbright
PwC LLP
Strasburger & Price, LLP
Texas Instruments
Thompson & Knight LLP
Vinson & Elkins LLP
Weaver
Weil, Gotshal & Manges LLP
Winstead
Suresh T. Advani
Sidley Austin LLP Chicago, Illinois
Roger Aksamit
Thompson & Knight LLP Houston, Texas
Jennifer H. Alexander
Deloitte Tax LLP Washington, D.C.
William D. Alexander
Skadden, Arps, Slate, Meagher & Flom LLP Washington, D.C.
William P. Bowers
Norton Rose Fulbright Dallas, Texas R. Brent Clifton Winstead Dallas, Texas Bryan Collins Deloitte Tax LLP Washington, D.C. Julie Divola
Pillsbury Winthrop Shaw Pittman LLP San Francisco, California
William D. Elliott
Elliott, Thomason & Gibson, LLP Dallas, Texas
Peter J. Genz
King & Spalding LLP Atlanta, Georgia
Craig Gerson
Attorney Advisor, Office of Tax Legislative Counsel, U.S. Treasury Department
Washington, D.C.
Armando Gomez
Skadden, Arps, Slate, Meagher & Flom LLP Washington, D.C.
Russell G. Jones
Office of Associate Chief Counsel (Corporate), IRS
Washington, D.C.
Richard M. Lipton
Baker & McKenzie Chicago, Illinois Don J. Lonczak Baker Botts L.L.P. Washington, D.C. Stephen D. Marcus Baker Botts L.L.P. Dallas, Texas Michael Mollerus
Davis Polk & Wardwell LLP New York, New York
Maury Passman
Office of Associate Chief Counsel (Corporate), IRS
Washington, D.C.
Robert D. Schachat
Ernst & Young LLP Washington, D.C.
Abraham N.M. (Hap) Shashy
King & Spalding LLP Washington, D.C.
Eric Solomon
Ernst & Young LLP Washington, D.C. James B. Sowell KPMG LLP Washington, D.C. Amy Sutton Deloitte Tax LLP Houston, Texas R. David Wheat
Thompson & Knight LLP Dallas, Texas
Curtis G. Wilson
Associate Chief Counsel, Passthroughs and Special
Industries, IRS Washington, D.C. Denney L. Wright ExxonMobil Corp Houston, Texas
INSTITUTE SPONSORS
INSTITUTE FACULTY
PREMIUM SPONSORS
This Institute has been approved for 16.75 hours credit (including 3.00 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.
Texas Federal Tax Institute is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National
Registry of CPE Sponsors. This course has been approved for 20.1 CPE credit hours.
Learning Objective
The Institute is designed for tax practitioners and executives with a strong Federal tax background
and is intended to immerse them in the unique principles, regulations, rulings and cases that
impact corporate, partnership and real estate transactions, and to a lesser degree oil and gas
transactions, so that by the end of the Institute such practitioner or executive can effectively
represent his or her client or employer in the various deal structures that arise in these contexts.
The Institute will provide high-level information, practical advice you can implement, and
in-depth analysis of the latest trends and developments from the leading experts in these fields of
taxation. Attendees will return to work with a wealth of materials, plus the tools and strategies
needed to help save their clients’ tax dollars and provide them better service.
Who is the Audience for the TexFed Institute?
The Institute is designed for the tax practitioner or executive—lawyer, accountant or tax director,
private practice or in-house—who is already adept at Federal income tax principles applicable in
the transactional context and wants to improve his or her skills and knowledge in the corporate,
partnership, real estate and oil & gas tax fields.
FOR MORE INFORMATION VISIT WWW.TEXFEDTAX.ORG
Oil & Gas Taxation: Special Topics
moderator: Denney L. Wright, Houston, Texas
Senior Tax Counsel, Global Training and Development, ExxonMobil Corporation
1:30 pm
Registration
3:00 pm Welcome
Kevin Thomason, Dallas, Texas, Institute President
3:15 pm High Net Worth Individuals Investing in Oil & Gas
A discussion of key tax considerations for high net worth individuals investing in oil & gas, including application of the at risk and passive loss rules to limit deductions and losses, limitations of IDC deductions, including prepaid IDCs and AMT considerations.
speaker: Amy Sutton, Houston, Texas
4:15 pm Production Payments: Part I
This presentation will provide a basic understanding of production payments, their treatment as a mortgage loan under Section 636, their tax accounting under the non-contingent bond method
and their many uses (from avoiding “sublease” treatment to providing “super secured” financing
for institutional lenders.) speaker:Roger Aksamit, Houston, Texas
4:45 pm Coffee Break
5:00 pm Production Payments: Part II – Continuation of Presentation
5:30 pm Investments in Oil and Gas by Tax-Exempt Investors
An overview of the UBTI concerns of tax-exempt investors and the various solutions, such as
structuring net profits interests and royalty transactions, utilization of production payments and avoiding debt-financed income.
speakers:Stephen D. Marcus, Houston, Texas Don J. Lonczak, Houston, Texas
6:30 pm Welcome Cocktail Reception Hosted by Wells Fargo Bank
A complimentary cocktail happy hour for all attendees.
WEDNESDAY, JUNE 10, 2015
31
ST
ANNUAL
moderator: R. David Wheat, Dallas, Texas, Institute Vice President Past Chair, Section of Taxation, State Bar of Texas Past Chair, ABA Tax Section, Corporate Tax Committee
8:00 am Late Registration – Ballroom Foyer
8:50 am Welcome
Kevin Thomason, Dallas, Texas, Institute President
9:00 am Current Corporate Tax Developments
This panel will discuss hot topics in sub-chapter C and current corporate tax developments (including regulatory and ruling guidance as well as court decisions and recent transactions). speakers:Eric Solomon, Washington, D.C.
William D. Alexander, Washington, D.C.
Russell G. Jones, Internal Revenue Service, Washington, D.C.
10:00 am Coffee Break
10:15 am Busting Tax-Free Transactions
An overview of common techniques used to bust tax-free treatment and consideration of potential challenges to these techniques under step-transaction, economic substance and similar principles.
speakers:Suresh T. Advani, Chicago, Illinois William D. Alexander, Washington, D.C.
Maury Passman, Internal Revenue Service, Washington, D.C.
11:15 am M&A Structures: Joint Ventures, Pass-Throughs & Disregarded Entities
Analysis of issues that arise in connection with M&A transactions involving corporate joint ventures, partnerships and limited liability companies, including a discussion of the creative use of disregarded entities in M&A transactions.
speakers: Julie Divola, San Francisco, California Eric Solomon, Washington, D.C.
12:15 pm The Bracewell & Giuliani Tax Legends Luncheon: A Career in Tax Law
(1 Hour Ethics Credit)
Hear about former Assistant Secretary of the Treasury Eric Solomon’s extraordinarily diverse career as a tax lawyer, both in and out of the Government. Lunch is included with registration. Interviewee: Eric Solomon, Washington, D.C.
Interviewer:William D. Elliott, Dallas, Texas, Institute Vice President
1:45 pm Consolidated Return Issues in Mergers and Acquisitions
This panel will address practical consolidated return issues that arise in everyday M&A transactions, including recent guidance such as the new regulations addressing the so-called “next day” rule.
speakers: Bryan Collins, Washington, D.C.
Russell G. Jones, Internal Revenue Service, Washington, D.C. Maury Passman, Internal Revenue Service, Washington, D.C.
2:45 pm Coffee Break
3:00 pm REIT Spin-offs and Conversions
For many companies, a substantial part of their assets consist of real estate or assets that have come to be accepted as real estate for REIT purposes. An increasing number of such companies are “unlocking” the value of their real estate assets by converting into REITs or spinning off their real estate assets as a REIT. Hear how the REIT rules have evolved to facilitate such transactions and how a company effects a REIT conversion or spin-off.
speakers: Michael Mollerus, New York, New York
Maury Passman, Internal Revenue Service, Washington, D.C.
4:00 pm Debt-Equity Issues in a Transactional Practice
(1 Hour Ethics Credit)This session will focus on the distinction between debt and equity for US federal tax purposes and the factors that drive the distinction. Consideration will be given to the consequences of debt
or equity classification of an instrument in various contexts, and how it can lead to pitfalls or
planning opportunities. Several historical and recent cases will be discussed, along with certain ethical considerations that arise with respect to debt-equity opinions.
speaker: Abraham N. M. (Hap) Shashy, Washington, D.C.
5:00 pm
Cocktails with the Stars Hosted by Montgomery Coscia Greilich LLP
A complimentary cocktail happy hour for all attendees with many of our featured speakers.
moderator: William P. Bowers, Dallas, Texas, Institute Vice President Past Chair, Section of Taxation, State Bar of Texas
Former Senior Counsel to the Assistant Secretary (Tax Policy), U.S. Treasury Department
7:30 am The TexFed Roundtable Breakfast
A lively question and answer session with many of our speakers, including Government representatives. Tickets may be pre-purchased for $100 each. Please indicate the number of tickets you wish to purchase on the enclosed registration form.
[Please note: A limited number of tickets will be sold for $125 at the door.] moderators: Eric Solomon, Washington, D.C.
James B. Sowell, Washington, D.C. R. Brent Clifton, Dallas, Texas
8:50 am Welcome
Kevin Thomason, Dallas, Texas, Institute President
9:00 am Partners, SECA Tax, and Employment Taxes – Is the world changing?
Recent cases are unfavorable to taxpayers and the IRS has indicated renewed interest in providing guidance on these issues. This program will provide an overview of where we stand today on the SECA/LLC and partner-as-employee issues and provide insights regarding how the landscape in this area may be changing.
speaker:James B. Sowell, Washington, D.C.
10:00 am Coffee Break
10:15 am Structuring Foreign Investment in U.S. Real Estate
Potential investors—including foreign investors—are beating down the door for your new office
development. But pricing depends on U.S. tax consequences – the lower the taxes, the higher the investment can be priced. This program will address ways foreign investment in US real estate
can be structured, including methods to reduce the effective tax rate to zero.
speaker:Richard M. Lipton,Chicago, Illinois
11:15 am Current Developments in Partnership and Real Estate Taxation
A review and analysis of recent developments in partnership and real estate taxation, including noteworthy cases, regulations, and rulings.
speakers: Jennifer H. Alexander, Washington, D.C.
Craig A. Gerson, U.S. Treasury Department, Washington, D.C. Curtis G. Wilson, Internal Revenue Service, Washington, D.C.
12:00 pm The Locke Lord Tax Policy Luncheon: Ruminations on the
Professional Responsibility of Tax Lawyers
(1 Hour Ethics Credit)Hear the current Chair of the ABA Tax Section reflect on various ethical issues facing tax
professionals. Lunch is included with registration. speaker:Armando Gomez, Washington, D.C.
1:30 pm Forgotten But Not Gone: Will the proposed section
751(
b
) regulations
breathe new life into a moribund statute?
An analysis of the new proposed Section 751(b) regulations, highlighting key differences from the existing regulations and their practical application in real world transactions. The presentation will not delve into every nuance and complexity of this “don’t ask don’t tell” trap for the wary, but rather will seek to provide a big picture overview, using examples, as to how the new rules will work with “hot asset” partnerships. The presentation will also cover, among other things, the proposed book-up rules, effective date provisions, and proposed Section 751(b) anti-abuse rules. speaker:Peter J. Genz, Atlanta, Georgia
2:30 pm Tenant Improvements and Other Leasing Issues
A practical analysis of the federal income tax treatment of tenant improvement allowances and leasing commissions to the lessor and lessee, status as a “true lease” for tax purposes, rent timing provisions under Section 467, moving allowances and other inducements, lease terminations, sales of lease interests, lessee purchase options, and other tax issues common to
leasing arrangements, including the impact on specific types of investors, such as REITs and exempt organizations.
speaker:Robert D. Schachat, Washington, D.C.
Mail to:
Texas Federal Tax Institute
6011 Desco Drive
Dallas, TX 75225
Online:
www.texfedtax.org
Call in:
214-363-3284
Fax to:
214-692-9013
REGISTRATION FORM
register me for the institute as follows:
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Early Bird Registration (Due by 5 pm June 1, 2015)...$960
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Regular Registration (After June 1, 2015)...$1,060
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Friday TexFed Roundtable Breakfast...$100
select your choice of course materials:
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USB Drive/Smart Device Application...
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Printed Materials...$125
i cannot attend the institute. please forward the following :
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USB Drive & Smart Device Application...$300
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Printed Materials...$350
TOTAL ENCLOSED...$_________
NO REFUNDS AFTER 5 PM JUNE 1, 2015
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PAYMENT INFORMATION
CANCELLATION POLICY: A written request for cancellation must be faxed to (214) 692-9013 or e-mailed to info@texfedtax.org. If your request is received two weeks prior to the Institute, you will receive a 100% tuition refund
less a $150 cancellation fee. Due to financial obligations incurred by TexFed, there are no refunds available during the two weeks prior to the Institute. For further information regarding administrative policies, please call our
