May 2010

Wednesday, May 12, 2010 to Friday, May 14, 2010

Throughout the 1990s and early 2000s, the takeover dominated the world of corporate finance. It no longer stands alone and may even be in the doldrums for now. Rather, the defining deal for 2010 and beyond may well be the alliance, the joint venture, the partnership. Few days go by when the Wall Street Journal doesn't contain an announcement involving a joint venture or strategic alliance among companies either in formation or break-up. Joint ventures between large companies or with start-up or other smaller companies are now an everyday occurrence. Partnerships have long been the tried and true format for the holding and operation of real estate, and, since the 1981 Act, for the conduct of closely-held business operations as well. Further, the increase in the number of joint ventures to develop large-scale projects and innovative concepts, the rise of the limited liability company, the promulgation of the final "check-the-box" regulations, and the increasing use of hybrids that have fueled an explosion of tax planning opportunities have led many companies, both large and small, to focus on the partnership form or the LLC form for structuring subsidiary operations and foreign operations. More than ever before, corporate tax executives find they must advise senior management, and outside counsel find they must advise their clients, on the opportunities and pitfalls of structuring joint ventures and investments as partnerships or LLCs under Subchapter K of the Internal Revenue Code. This three-day seminar will trace the partnership tax rules from the birth of the partnership through its operating life, with emphasis on tax issues and planning strategies and opportunities; and then, since for one reason or another such ventures frequently unwind either before or after satisfying their purpose, will focus on exit strategies and tax planning possibilities in unwinding. Some of the sessions on the first day are intended to serve as a review of basics. In addition, there will be panels on partnership and LLC compensatory interests and on non- compensatory partnership options, convertibles, recapitalizations and similar interests; there will be a panel on state taxation; there will be sessions on disguised sales and guaranteed payments; there will be a session on partnership mergers and divisions; there will be a session on energy credit partnerships; there will be a new panel on advanced Section 752 issues; there will be an entire morning on economic substance, anti-abuse rules and recent cases and proposed legislation including a panel on disputing and litigating partnership tax cases, and there will be a two-hour session on the entire area of partnership workouts and debt structurings. Special attention will also be given to planning under recently finalized sets of regulations and proposed regulations and to changes wrought by recent legislation and legislative proposals. Speakers from Treasury and the IRS will be joining a number of the more advanced panels in order to discuss cutting-edge issues. Finally, the entire afternoon of the third day will be committed to international joint venture tax planning including the use of hybrids and, therefore, is intended to be quite advanced.