Course1

Employee v. Independent Contractor: Tax and Employment Law Considerations

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/11/2020
    Presented
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Course1

Opportunity Zones: The New Wave of Real Estate Finance

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/22/2020
    Presented
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Course1

LIVE REPLAY: Sophisticated Choice of Entity, Part 2

$65.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.  Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights Special considerations for service-based businesses   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property When the first choice wasn’t correct – considerations when an entity needs to convert Impact of recent tax law changes, employment taxes, and SALT considerations Owner and employee fringe benefit considerations   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/30/2020
    Presented
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Course1

LIVE REPLAY: Sophisticated Choice of Entity, Part 1

$65.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.  Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights Special considerations for service-based businesses   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property When the first choice wasn’t correct – considerations when an entity needs to convert Impact of recent tax law changes, employment taxes, and SALT considerations Owner and employee fringe benefit considerations   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/29/2020
    Presented
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Course1

Choice of Entity for Service Businesses

$65.00

Familiar tradeoffs in choice of entity for businesses selling goods are scrambled when it comes to service-based businesses. This is particularly true with regard to tax law and the relatively new deduction for certain types of income in pass-through businesses. Choice of entity for service businesses also differ in consideration of distributions and employment taxes, incentive compensation and vesting of restricted ownership interests, and the eventual sale, liquidation or accession of new owners.  This program will provide you with practical guide to choice of entity for service businesses with special emphasis on the new tax law.   How the new deductions for pass-through income applies to service businesses What income and types of businesses are covered or not Regulatory, industry, finance and other non-tax considerations for service businesses Using multiple entities to achieve variable ownership, management and tax goals Converting entities if a prior choice of entity is no longer sound   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/2/2020
    Presented
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Course1

LIVE REPLAY: SALT Online: Understanding State & Local Taxes When Your Client Sells Online

$65.00

Anytime your client’s business sells good online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: Michael Lehmann is a partner in the New York office of Dechert, LLP, where he specializes in tax issues related to non-profits and in the tax treatment of cross-border transactions.  He advises hospitals and other health care providers, research organizations, low-income housing developers, trade associations, private foundations and arts organizations.  He advises clients on obtaining and maintaining tax-exempt status, executive compensation, reorganizations and joint ventures, acquisitions, and unrelated business income planning.  Mr. Lehmann received his A.B., magna cum laude, from Brown University, his J.D. from Columbia Law School, and his LL.M. from New York University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/20/2020
    Presented
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Course1

LIVE REPLAY: Drafting LLC Operating Agreements, Part 2

$65.00

  LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements. Day 1: Drafting the most important provisions of LLC operating agreements Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs Fiduciary duties of members, modifications, and the “LLC opportunity doctrine” Restrictions on transfers of capital and profits interests Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting   Day 2: Drafting allocation provisions for maximum tax benefit and to secure the safe harbor How “payments to member” (not distributions) are treated for financial v. tax purposes Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives Liquidations of the entity and sale of an individual member’s interests   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/9/2020
    Presented
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Course1

LIVE REPLAY: Drafting LLC Operating Agreements, Part 1

$65.00

LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements. Day 1: Drafting the most important provisions of LLC operating agreements Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs Fiduciary duties of members, modifications, and the “LLC opportunity doctrine” Restrictions on transfers of capital and profits interests Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting   Day 2: Drafting allocation provisions for maximum tax benefit and to secure the safe harbor How “payments to member” (not distributions) are treated for financial v. tax purposes Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives Liquidations of the entity and sale of an individual member’s interests   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/8/2020
    Presented
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Course1

Sophisticated Choice of Entity, Part 2

$65.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.  Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights Special considerations for service-based businesses   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property When the first choice wasn’t correct – considerations when an entity needs to convert Impact of recent tax law changes, employment taxes, and SALT considerations Owner and employee fringe benefit considerations   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/3/2020
    Presented
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Course1

LIVE REPLAY; Taxation of Settlements & Judgments in Civil Litigation

$65.00

Two of the questions clients have about settlements are: Is the settlement taxable? And if so, how?  The answers to these questions turn on the nature of the underlying claim(s) giving rise to the settlement.  Some settlements are taxed as ordinary income, subjecting income tax and employment tax withholding in certain instances.  Other types of settlements are taxable as capital gains. There are also questions related to the treatment of that portion of the settlement, if any, attributable to attorneys’ fees.  This program will provide you with a practical guide to the tax treatment of settlements in civil litigation.   How the underlying claim giving rise to a settlement determines its tax treatment Loss of income or gross business profit v. destruction of capital property Special treatment for physical injury Treatment of portion of settlement attributable to attorneys’ fees Income and employment tax withholding from settlements   Speaker: Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated over 300 tax cases in federal, bankruptcy, state and probate court. He has also lectured at Loyola Law School and California State University, Fullerton on topics relating to tax litigation and is chair-elect of the executive committee of the Los Angeles Bar Association’s Tax Section. Mr. Turanchik received his B.A. from the College of the Holy Cross, his J.D. from Fordham University School of Law, and his LL.M. in Taxation from New York University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 3/20/2020
    Presented
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Course1

SALT Online: Understanding State & Local Taxes When Your Client Sells Online

$65.00

Anytime your client’s business sells good online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: Michael Lehmann is a partner in the New York office of Dechert, LLP, where he specializes in tax issues related to non-profits and in the tax treatment of cross-border transactions.  He advises hospitals and other health care providers, research organizations, low-income housing developers, trade associations, private foundations and arts organizations.  He advises clients on obtaining and maintaining tax-exempt status, executive compensation, reorganizations and joint ventures, acquisitions, and unrelated business income planning.  Mr. Lehmann received his A.B., magna cum laude, from Brown University, his J.D. from Columbia Law School, and his LL.M. from New York University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/28/2020
    Presented
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Course1

LIVE REPLAY: “Founding Documents”: Drafting Articles of Incorporation & Bylaws, Part 2

$65.00

Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.  The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business.  Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations.  Part 1: Practical planning and drafting founding documents Counseling clients about the allocation of voting power and distribution preferences Framework of law – what’s required, what can be modified, what’s discretionary Defining common stock characteristics – classes, voting rights Uses of preferred stock – classes, rights, preferences Tax issues to consider when drafting founding documents Part 2: Instituting boards of directors – duties, restrictions, indemnification Approval of shareholders – major transactions, voting thresholds, procedures Restrictions on the transferability of stock Major components of corporate bylaws Common traps in drafting founding documents – avoiding later litigation  Speaker:  Eric J. Zinn is of counsel in the Denver office of Kutak Rock, LLP.  He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges.  He is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual,” published by Data Trace Publishing. Before entering private practice he served as a judicial clerk to the U.S. Tax Court. Mr. Zinn earned his B.A. from the University of the South, J.D. and LL.M. in taxation from the University of Florida College of Law, and M.S. in finance, M.S. in information systems, and M.B.A. from the University of Colorado-Denver.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/20/2020
    Presented
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Course1

Drafting LLC Operating Agreements, Part 2

$65.00

  LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements. Day 1 – December 11, 2019: Drafting the most important provisions of LLC operating agreements Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs Fiduciary duties of members, modifications, and the “LLC opportunity doctrine” Restrictions on transfers of capital and profits interests Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting   Day 2 – December 12, 2019: Drafting allocation provisions for maximum tax benefit and to secure the safe harbor How “payments to member” (not distributions) are treated for financial v. tax purposes Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives Liquidations of the entity and sale of an individual member’s interests   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/12/2022
    Avail. Until
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Course1

Drafting LLC Operating Agreements, Part 1

$65.00

LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements. Day 1 – December 11, 2019: Drafting the most important provisions of LLC operating agreements Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs Fiduciary duties of members, modifications, and the “LLC opportunity doctrine” Restrictions on transfers of capital and profits interests Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting   Day 2 – December 12, 2019: Drafting allocation provisions for maximum tax benefit and to secure the safe harbor How “payments to member” (not distributions) are treated for financial v. tax purposes Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives Liquidations of the entity and sale of an individual member’s interests   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/11/2022
    Avail. Until
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Course1

Tax Planning for Real Estate, Part 2

$65.00

  Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues. Day 1 – October 23, 2019: Choice of entity considerations – contributions, distributions, and eventual sales Acquiring property in a form to minimize taxes later Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership Deductions arising from non-recourse debt and minimum gain chargebacks   Day 1 – October 24, 2019: Advanced Like-Kind techniques for deferring gain on the disposition of property Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships Installment sales and cross-purchase/redemption agreements Capital gain tax planning and the 3.8% tax on net investment income   Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual”(2d ed. 1999, and annual supplements).  Mr. Immerman received his B.A., magna cum laude, from Carleton College, his M.A. from the University of Minnesota, and another M.A. and his Ph.D. from Princeton University, and his J.D. from Yale Law School. Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.  Ms. Ashraf earned her B.S., cum laude, from New York University, her J.D. from Hofstra University School of Law, and her LL.M. in tax from New York University School of Law.    

  • MP3 Download
    Format
  • 60
    Minutes
  • 10/24/2022
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Course1

Tax Planning for Real Estate, Part 1

$65.00

Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues. Day 1 – October 23, 2019: Choice of entity considerations – contributions, distributions, and eventual sales Acquiring property in a form to minimize taxes later Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership Deductions arising from non-recourse debt and minimum gain chargebacks   Day 2 – October 24, 2019: Advanced Like-Kind techniques for deferring gain on the disposition of property Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships Installment sales and cross-purchase/redemption agreements Capital gain tax planning and the 3.8% tax on net investment income Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual”(2d ed. 1999, and annual supplements).  Mr. Immerman received his B.A., magna cum laude, from Carleton College, his M.A. from the University of Minnesota, and another M.A. and his Ph.D. from Princeton University, and his J.D. from Yale Law School. Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.  Ms. Ashraf earned her B.S., cum laude, from New York University, her J.D. from Hofstra University School of Law, and her LL.M. in tax from New York University School of Law.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 10/23/2022
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Course1

“Founding Documents”: Drafting Articles of Incorporation & Bylaws, Part 2

$65.00

Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.  The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business.  Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations.  Part 1: Practical planning and drafting founding documents Counseling clients about the allocation of voting power and distribution preferences Framework of law – what’s required, what can be modified, what’s discretionary Defining common stock characteristics – classes, voting rights Uses of preferred stock – classes, rights, preferences Tax issues to consider when drafting founding documents Part 2: Instituting boards of directors – duties, restrictions, indemnification Approval of shareholders – major transactions, voting thresholds, procedures Restrictions on the transferability of stock Major components of corporate bylaws Common traps in drafting founding documents – avoiding later litigation  Speaker:  Eric J. Zinn is of counsel in the Denver office of Kutak Rock, LLP.  He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges.  He is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual,” published by Data Trace Publishing. Before entering private practice he served as a judicial clerk to the U.S. Tax Court. Mr. Zinn earned his B.A. from the University of the South, J.D. and LL.M. in taxation from the University of Florida College of Law, and M.S. in finance, M.S. in information systems, and M.B.A. from the University of Colorado-Denver.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 10/9/2022
    Avail. Until
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Course1

“Founding Documents”: Drafting Articles of Incorporation & Bylaws, Part 1

$65.00

  Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.  The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business.  Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations.  Part 1: Practical planning and drafting founding documents Counseling clients about the allocation of voting power and distribution preferences Framework of law – what’s required, what can be modified, what’s discretionary Defining common stock characteristics – classes, voting rights Uses of preferred stock – classes, rights, preferences Tax issues to consider when drafting founding documents Part 2: Instituting boards of directors – duties, restrictions, indemnification Approval of shareholders – major transactions, voting thresholds, procedures Restrictions on the transferability of stock Major components of corporate bylaws Common traps in drafting founding documents – avoiding later litigation  Speaker:  Eric J. Zinn is of counsel in the Denver office of Kutak Rock, LLP.  He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges.  He is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual,” published by Data Trace Publishing. Before entering private practice he served as a judicial clerk to the U.S. Tax Court. Mr. Zinn earned his B.A. from the University of the South, J.D. and LL.M. in taxation from the University of Florida College of Law, and M.S. in finance, M.S. in information systems, and M.B.A. from the University of Colorado-Denver.    

  • MP3 Download
    Format
  • 60
    Minutes
  • 10/8/2022
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1031 Like-Kind Exchanges in Trust and Estate Planning

$65.00

For clients with significant real estate portfolios in their estates, Section 1031 like-kind exchanges can be a very effective tool for deferring gain. Recent tax legislation has scrambled familiar tax, economic, and practical considerations for making a like-kind exchange, in some circumstances making these techniques more attractive than before, but in others (incoming producing property) less attractive.  There are also substantial real estate law traps in like-kind exchanges.  This program will provide you with a practitioner’s guide to using new like-kind exchange rules in trust and estate planning.  Trust and estate planning opportunities using Section 1031 like-kind exchanges How the 2017 tax law changed conventional considerations of using like-kind exchanges Review of major non-estate tax issues for estate planners when using like-kind exchanges Circumstances when it no long makes sense to use like-kind exchanges for income-producing party Real estate traps when using like-kind exchanges in trust planning Speakers:  Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School. Susan Wheatley is a partner in the Cincinnati office of Taft Stettinius & Hollister LLP and chair of its trust and estate planning practice. Her practice focuses on advising clients on their estate and business succession planning.  She also advises clients about sophisticated charitable and gifting giving strategies. She is a Fellow of the American College of Trust and Estate Counsel and an adjunct professor of law at the University of Cincinnati College of Law.  Ms.Wheatley earned her B.A. at Yale University and her J.D. from Northwestern University School of Law.

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  • 60
    Minutes
  • 1/8/2022
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Course1

Defending Against IRS Collection Activity Part 2

$65.00

One of the worst day?s of your client?s life is when they receive notice from the IRS that the government has started collection activities for back taxes. Your client?s livelihood and business are potentially at stake. This program will provide the non-tax specialist with a practical guide to the stages of IRS collection activity how to negotiate with the IRS and defend against collection.

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  • 60
    Minutes
  • 8/8/2021
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Course1

Defending Against IRS Collection Activity Part 1

$65.00

One of the worst day?s of your client?s life is when they receive notice from the IRS that the government has started collection activities for back taxes. Your client?s livelihood and business are potentially at stake. This program will provide the non-tax specialist with a practical guide to the stages of IRS collection activity how to negotiate with the IRS and defend against collection.

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    Format
  • 60
    Minutes
  • 8/7/2021
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Course1

Tax Planning in Real Estate, Part 2

$65.00

Avoiding adverse tax consequences is often one of the most important aspects of structuring real estate transactions, whether it?s defer gain, ensure it?s characterized as capital gain rather than ordinary income, or to preserve valuable tax attributes.  The program will cover choice of entity, major tax issues in drafting tax allocations in real estate agreements, conversion of ordinary income into capital gains, the new 3.8% tax on net investment income and like-kind exchanges.

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    Format
  • 60
    Minutes
  • 9/27/2020
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Course1

Tax Planning in Real Estate, Part 1

$65.00

Avoiding adverse tax consequences is often one of the most important aspects of structuring real estate transactions, whether it?s defer gain, ensure it?s characterized as capital gain rather than ordinary income, or to preserve valuable tax attributes.  The program will cover choice of entity, major tax issues in drafting tax allocations in real estate agreements, conversion of ordinary income into capital gains, the new 3.8% tax on net investment income and like-kind exchanges.

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    Format
  • 60
    Minutes
  • 9/26/2020
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Course1

From One Thing to Another: Business Entity Conversions & Domestication

$65.00

Businesses change their form of entity for many reasons ? the tax or economic posture of owners may change, new investors may require a different form of entity, or market or regulatory conditions may indicate a different form of entity. Whenever an entity is converted from one form to another, significant tax liability and corporate or partnership law issues arise. This program will provide a real-world guide to entity conversions among C Corps, S Corps, partnerships and Limited Liability Companies, with extensive discussions of the tax and non-tax implications of the conversions.

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    Format
  • 60
    Minutes
  • 6/27/2020
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Like Kind-Exchange of Business Interests - Its Not Just About Real Estate

$65.00

This program will discuss the use of like-kind exchange techniques to transfer businesses and components of businesses, as opposed to using like-kind rules for the exchange of real estate.  Among other topics, the program will discuss allocating the purchase price and liabilities, and the relationship of like-kind exchange techniques to other business sale principles.

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  • 60
    Minutes
  • 5/29/2020
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Course1

LLC, Partners, LP & Pass-through Mergers, Part 2

$65.00

This program will cover the substantive legal and tax issues of planning and drafting an acquisition, merger, or other combination of pass-through entities - LLCs, partnerships, and LPs. The program will discuss alternative transactional structures for these combinations, the practical legal and tax tradeoffs, and discuss recent developments.

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    Format
  • 60
    Minutes
  • 5/17/2020
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Course1

LLC, Partners, LP & Pass-through Mergers, Part 1

$65.00

This program will cover the substantive legal and tax issues of planning and drafting an acquisition, merger, or other combination of pass-through entities - LLCs, partnerships, and LPs. The program will discuss alternative transactional structures for these combinations, the practical legal and tax tradeoffs, and discuss recent developments.

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    Format
  • 60
    Minutes
  • 5/16/2020
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Course1

Rescission in Business Transactions: How to Fix Something That's Gone Wrong

$65.00

Despite the best-laid plans and careful drafting, errors occur in transactions and their underlying documents. The parties may have had a misunderstanding of a crucial fact or the applicable law, leaving the parties with a practically or legally defective arrangement. Or a simple drafting error may have been made in one or more of the transaction’s underlying documents. This program provides you with a practical guide to using rescission, backdating, and other forms of modification to fix transactional errors, teach you about the best uses and limits of each technique, and discusses the tax and other consequences of using these techniques. • Types of temporal modification—rescission, backdated initial actions, backdated modification• Legitimate reasons for after-the-fact modification of transactions• Statutory and common law recognition of rescission• Permissibility of backdating certain transactions• Special use of rescission to save S corporation status• Tax consequences of rescission and other corrective measures Speaker: Allen Sparkman is a partner in the Houston, Fort Worth, and Denver offices of Sparkman Foote LLP. He practices in the areas of estate, tax, business, insurance, asset protection, and charitable giving. He has written and lectured extensively on choice-of-entity, charitable giving, and estate planning topics. He is the Colorado reporter for the books State Limited Partnership Laws and State Limited Liability Company Laws, both published by Aspen Law & Business, and coauthor of Using Limited Liability Companies, Partnerships, and Limited Partnerships in Colorado, published by CLE in Colorado, Inc. (1*4229, 4/18/17)

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    Format
  • 60
    Minutes
  • 4/18/2020
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Course1

Drafting Limited Partnership Agreements, Part 2

$65.00

Limited partnerships are often used in real estate transactions, trust and estate planning, and certain businesses transactions. LPs put great emphasis on carefully drafted allocation of management control and voting power, allocation of tax benefits, and money flows. When they are not properly drafted, substantial and adverse creditor and tax liability result. This program will provide you a practical guide to the uses of LPs and to drafting their most essential provisions.

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    Format
  • 60
    Minutes
  • 4/12/2020
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Course1

Drafting Limited Partnership Agreements, Part 1

$65.00

Limited partnerships are often used in real estate transactions, trust and estate planning, and certain businesses transactions. LPs put great emphasis on carefully drafted allocation of management control and voting power, allocation of tax benefits, and money flows. When they are not properly drafted, substantial and adverse creditor and tax liability result. This program will provide you a practical guide to the uses of LPs and to drafting their most essential provisions.

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/11/2020
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