79th Virtual Institute on Federal Taxation

TAX CONTROVERSIES Co-Chairs: Sandra R. Brown, Esq., Principal, Hochman, Salkin, Toscher & Perez, PC, Beverly Hills, CA Mark D. Allison, Esq., Member, Caplin & Drysdale, Chartered, New York, NY Speakers: Larry A. Campagna, Esq., Managing Shareholder, Chamberlain, Hrdlicka, White, Williams & Aughtry, PC, Houston, TX Guinevere M. Moore, Esq., Managing Member, Moore Tax Law Group, Chicago, IL Carolyn A. Schenck, Esq., National Fraud Counsel & Assistant Division Counsel (International), Internal Revenue Service, St. Paul, MN FROM THE EXPERTS: TAX CONTROVERSY AND TAX LITIGATION - CIVIL & CRIMINAL TAX UPDATE Join a leading group of tax controversy practitioners from both the private sector and the government in an open discussion regarding current IRS enforcement priorities, initiatives, and campaigns. The panel covers a broad range of topics that impact tax compliance and tax litigation, including an examination of recent cases, investigations and programs that reflect the government efforts to target high risk areas of noncompliance, approaches to representing and defending clients who are the focus of such investigations, and the potential implications of Covid-19 on IRS procedures and priorities.

CORPORATE TAX Chair: David M. Rievman, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom, New York, NY Speakers: Alexander Lee, Esq., Partner, Cooley, Los Angeles, CA Eric Solomon, Esq., National Tax Co-Director, EY, Washington, DC Laurence J. Stein, Esq., Partner, Latham & Watkins, Los Angeles, CA Lewis R. Steinberg, Esq., Managing Director; Head of Structured Solutions, Americas Mergers & Acquisitions Group, Bank of America Merrill Lynch, New York, NY Victor Hollender, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom, New York, NY Ben Berinstein, Vice Chair of Investment Banking, JPMorgan, New York, NY Joseph N. Soltis, Esq., Associate, Skadden, Arps, Slate, Meagher & Flom, New York, NY HOT TOPICS IN CORPORATE TAX This panel discusses recent legislative, regulatory, and judicial developments in corporate tax. The distinguished speakers focus on planning opportunities, as well as those that may be traps for the unwary. 2020: A SPAC ODYSSEY NAVIGATING SPAC FORMATION AND DE-SPAC TRANSACTIONAL ISSUES A discussion of US federal income tax considerations relating to the formation and initial business combination of special purpose acquisition companies. Topics include choice of jurisdiction, structure of sponsor equity, and achieving a tax-efficient initial business combination.

PARTNERSHIPS, LLCs AND REAL ESTATE Co-Chairs: Blake D. Rubin, Esq., Senior Advisor, EY, Washington, DC Andrea M. Whiteway, Esq., Principal, EY, Washington, DC Speakers: Ryan P. McCormick, Esq., Senior Vice President and Counsel, The Real Estate Roundtable, Washington, DC Craig Gerson, Esq., Principal, PricewaterhouseCoopers, Washington, DC David Friedline, Esq., Partner Deloitte Tax, New York, NY RECENT DEVELOPMENTS IMPACTING PARTNERSHIPS AND REAL ESTATE: LEGISLATIVE OUTLOOK, TCJA AND CARES ACT PROVISIONS Impact of the election on prospects for legislation; business interest limitation (IRC Section 163(j)); carried interests (IRC Section 1061); qualified opportunity funds (IRC Section 1400Z); like-kind exchanges (IRC Section 1031); qualified improvement property (IRC Section 168); partnership withholding obligations (IRC Sections 864 & 1446); and other recent guidance impacting partnerships.

PARTNERSHIPS AUDITS Co-Chairs: Jerald David August, Esq., Partner, Fox Rothschild, Philadelphia, PA Megan L. Brackney, Esq., Partner, Kostelanetz & Fink, New York, NY UPDATE ON THE CENTRALIZED PARTNERSHIP AUDIT RULES: ARE YOU AND YOUR CLIENTS READY? Now that entities taxed as partnerships and their tax advisors have had three years to understand and put into place procedures as well as revisions to outstanding partnership and LLC operating agreements to adapt to the new partnership audit rule regime, the focus now turns to how tax audits, appeals, settlements, litigation, and appeals of adverse judicial determinations will work in “real time.” The co-chairs address problems associated with elections-out, understatement modifications, push-outs and pull-ins, as well as how partners can protect themselves from the partnership representative’s unilateral authority to settle out all partnership issues. Continuing applicability of the TEFRA audit rules for tax years beginning on or before 2017 also are discussed.

TRUSTS & ESTATES Chair: Sanford J. Schlesinger, Esq., Founding Partner, Schlesinger Lazetera & Auchincloss, New York, NY Speakers: Andrea C. Chomakos, Esq., Partner, McGuireWoods, Charlotte, NC Michael H. Barker, Esq., Partner, McGuireWoods, Charlotte, NC John W. Porter, Esq., Partner, Baker Botts, Houston, TX CURRENT DEVELOPMENTS IN TRANSFER TAXATION The impact of the 2020 election on transfer taxation. An update on the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) as to the federal transfer tax regime and related income tax provisions. The speaker reviews such federal transfer tax and income tax developments, focusing on how they impact estate, trust, and income tax planning, and the administration of decedents’ estates. Moreover, this presentation includes a discussion of estate planning in an uncertain interest rate environment as well as estate tax considerations relative to income tax considerations, and recent developments regarding estate, trust, and transfer tax and income tax planning at the state level. STATE INCOME TAXATION OF TRUSTS The income taxation of trusts is one of the most complex areas of federal income taxation, and is compounded by the lack of consistency between states and the basis on which states treat trusts as “resident.” In recent years, taxpayers have (successfully) challenged the basis on which many states classify trusts as “resident.” This presentation covers these various state rules, as well as recent case developments in this area. FAMILY LIMITED PARTNERSHIPS AND OTHER CLOSELY-HELD ENTITIES: THE CONTINUING SAGA As the courts continue to decide valuation and closely held entity cases, and the IRS seeks to limit the transfer tax benefit of these entities, the current valuation trends are analyzed and the significant new cases are discussed. The presentation provides guidance for creating, implementing, preserving, and valuing the closely held entity. The discussion also includes planning with these entities in an uncertain transfer tax environment, defined value clauses, and other relevant issues.