|BELOW ARE THE BUSINESS PLANNING GROUP'S AND THE TAXATION SECTION'S CLOSELY HELD BUSINESSES COMMITTEE'S JOINT FALL CLE PROGRAM TOPICS|
Location: Boston, MA
Date and Time: Friday, September 14, 2012. Time: 8:30 a.m. - 5:30 p.m.
8:30 am - 9:00 am Hot Topics
Panelists: Robert M. Nemzin, Butzel Long, PC, Bloomfield Hills, MI, Karen Sandler Steinert, Fredrikson & Byron, PA, Minneapolis, MN
9:00 am - 10:10 am
Structuring Buyouts for Retiring Professionals
This panel will address the many complexities involved with buyouts of retiring professionals in closely held businesses. Along with providing advice and recommendations on the practical issues that can arise in these buyouts, the panel will discuss valuation issues involved in determining the buyout price; the advantages and disadvantages of the varying forms used to structure the buyout; and the income tax and estate tax issues that must be addressed in the buyout transaction.
Panelists: Daniel McCarthy, The Blum Firm, P.C., Fort Worth, TX; Steven Gorin, Thompson Coburn, LLP, St. Louis, MO; Robert Turnipseed, Armbrecht Jackson, LLP, Mobile, AL; William Prescott, Wickens, Herzer, Panza, Cook & Batista, Avon, OH
10:20 am – 11:30 am
Issues in Dividing Up and Transferring Property Out of Professional Corporations and Partnerships
In a continuation of the prior discussion, this panel will discuss the practical and tax issues involved with the breakup and division of a professional company and related businesses, including Section 355 issues; how to divide or distribute corporate and partnership property; best ways to set up and fund separate partnerships or corporations for the professionals, and other key issues involved with the division of a professional company and related businesses.
Panelists: Steven Gorin, Thompson Coburn, LLP, St. Louis, MO; Daniel McCarthy, The Blum Firm, P.C., Fort Worth, TX; Robert Turnipseed, Armbrecht Jackson, LLP, Mobile, AL; William Prescott, Wickens, Herzer, Panza, Cook & Batista, Avon, OH
2:30 pm – 4:00 pm
Chapter 14 Overview with Planning Implications
Chapter 14 of the Internal Revenue Code has existed for over twenty years, yet many of the gift and estate tax provisions thereunder are still not well understood by trusts and estates professionals. This session will include a broad overview of the statutory provisions of Code Sections 2701 through 2704 and the policy reasons behind the often confounding special valuation rules that make up Chapter 14. In addition, the session will discuss several pitfalls that exist under these provisions as well as some Chapter 14 compliant planning possibilities that practitioners can use to their clients' advantage. Areas that the panel will discuss include: Pre and Post-Section 2701 preferred partnerships, "vertical slice" and "non-vertical slice" approaches to private investment fund carried interest planning, GRATs, QPRTs, Joint Purchases and Sales of Remainder Interests, Buy-Sell Agreements, Sales to Defective Grantor Trusts, Family Limited Partnership issues and more.
Moderator: Shelby Wilson, Berchem, Moses & Devlin, Westport, CT Panelists: N. Todd Angkatavanich, Withers Worldwide, New Haven, CT, William Forsberg, Leonard, Street & Deinard, Minneapolis, MN, Ivan Taback, Proskauer Rose, LLP, New York, NY
4:00 pm – 5:30 pm
Defined Values Clauses--How Simple Can They Be After Wandry?
Defined value transfers (which operate very similar to testamentary formula marital deduction clauses) can be helpful in limiting gift tax exposure on the lifetime transfer of hard to value assets. Five cases have recognized the validity of “formula allocation clauses” that allocated a dollar value portion of transferred assets to family members and the excess value of the transferred assets passed to charity. The first four involved "formula allocation clauses," where any excess value passed to charity, while the fifth, Wandry, recognized a simple formula transfer to family members of a specified dollar value worth of units in an LLC--a true "defined value" clause. That approach is much simpler, but this Tax Court Memo case stands in contrast to the 60-year old Procter case that rejected a similar clause. The panel will explore this background and where we go from here in designing and using lifetime defined value transfers.
Panelists: Edward Koren, Holland & Knight, Tampa, FL, Steve R. Akers, Bessemer Trust, Dallas, TX.