Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures, & Other Strategic Alliances 2009

 June 10, 2009 - June 10, 2009


Location


PLI California Center
San Francisco, California
USA

Description


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 the mid-2000s 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. Examples during the last year or so include:

  • Tribune Co. urging the Ricketts bid for the Chicago Cubs to mimic the tax-advantaged structure known as a leveraged partnership, as previously used in 2008 to finance Tribune Co.’s disposition of Newsday to Cablevision Systems, Inc.; by using this structure, Tribune Co. would not be “selling” the assets for tax purposes, but would be receiving hundreds of millions of dollars in cash tax-free.
  • Blackstone Group LP and First Reserve Corp. announcing a $2 billion partnership with Europe’s largest independent oil refiner, Petroplus AG, to make new investments in U.S. oil refineries, illustrating how private-equity firms, unable to raise financing for large leveraged buyouts, are forced to put their money to work in less than conventional ways such as joint ventures. 
  • Northrup Grumman Corp. and Loral Space & Communications, Inc. announcing a strategic partnership to share certain technology and production assets, seeking to create a potentially powerful new competitor for building future U.S. government satellites.
  • New York developer Related Cos. and investment bank Goldman Sachs Group, Inc. signing a $1 billion joint venture deal to acquire the largest undeveloped parcel of land in Manhattan, Hudson Yards, for long-term development notwithstanding the slowdown in real estate. 
  • General Electric Co. and the University of Pittsburgh Medical Center forming a company, Omnyx LLC, to help move laboratory analysis of human tissue into the digital age by ultimately marketing a “virtual microscope” that would scan and store images electronically. 
  • U.K. mobile-phone retailer Carphone Warehouse Group PLC announcing a joint venture with U.S. electronics retailer Best Buy Co. pursuant to which Carphone Warehouse will put its 2400 European and U.S. retail stores into the joint venture in return for a cash payment of £1.1 billion.
  • Dynegy, Inc. announcing the dissolution of its joint venture with LS Power Associates, LP, a 50-50 venture that focused on development of new cold-fired power plants and other energy projects whereby LS Power would acquire rights to “green field projects.”
  • Archer Daniels Midland announcing its entry into the ethanol market in Brazil through a joint venture with partner Grupo Cabrera to produce ethanol from sugar cane. 
  • Fourteen tech companies joining forces and seeking $1 billion in federal aid to build a plant to make advanced batteries for electric cars, in a bid to catch up to Asian rivals that are far ahead of the U.S.

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 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 an entire morning on anti-abuse rules and recent cases and legislation including a panel on disputing and litigating partnership tax cases, and there will be a three-hour session on “harvesting” losses under Subchapter K and 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.

  • The benefits and detriments of choosing the partnership form
  • Avoiding the partnership form for certain strategic alliances
  • Effects of the final “check-the-box” regulations
  • Planning for joint ventures of operating businesses
  • Special partnership tax accounting rules
  • Inside and outside partnership basis rules
  • Determinations of partner distributive shares and the effect of liabilities
  • Planning under Section 704(c)
  • Luncheon session on partnership and LLC compensatory interests including options, featuring a government panelist
  • Regulations on non-compensatory partnership options and convertibles
  • Transactions between the partnership and partners, including exit strategies
  • Disguised sales
  • Guaranteed payments
  • Dispositions of partnership interests
  • Nonliquidating and liquidating partnership distributions
  • Partnership terminations under the final regulations
  • Section 754 election planning and special basis adjustments, including effects of 2004 Jobs Act amendments
  • Partnership mergers and divisions under the final regulations
  • State taxation of partnerships, LLCs and their owners
  • Analysis and use of single-owner LLCs in corporate acquisitions and otherwise
  • Utilizing limited liability companies in a consolidated return context
  • Structuring issues for private equity funds
  • Energy tax credit partnerships
  • The effects of the final partnership anti-abuse regulations on planning
  • Update on the economic substance doctrine, recent tax shelter cases and legislation, preparer penalties, ethical considerations - featuring Division Counsel, Internal Revenue Service
  • Dispute and litigation strategies in partnership tax cases - featuring the Chief Counsel, Internal Revenue Service
  • Interesting partnership transactions of the past year luncheon session
  • Panel of inside tax counsel on forming and operating a joint venture
  • Session featuring IRS and Treasury representatives on the government perspective on key partnership issues
  • International joint venture issues and planning - outbound and inbound, including government panelists
  • International “check-the-box” planning, including government panelists
  • Effects of recent or proposed tax legislation
  • Pending regulatory proposals

The faculty will consist of both inside and outside tax counsel with special expertise in the transactional aspects of structuring partnerships, joint ventures and other strategic alliances, both domestic and foreign. For some of the more advanced topics, the faculty will be joined by panelists from IRS and Treasury. Many of the faculty have significant teaching experience and will adopt an approach designed to enable attendees to progress rapidly from an elementary understanding of the rules to the cutting-edge of the most complex of current transactional issues. 

Special Bonuses for All Attendees! 

Attendees will receive a complimentary copy of the 2009 Tax Planning multi-volume Course Handbook on a fully searchable CD-ROM, shipped directly to you in the Fall of 2009 (NOTE: Approximately 18 out of 270 Chapters will not be included on the CD-ROM). Attendees will also receive a complimentary Conference Book containing speaker outlines and Power Point slides for reference at the program.

PLEASE NOTE: The Program Fee does not include the 2009 Tax Planning multi-volume Course Handbook. Program Attendees may purchase hard copies of the book at a Special Discounted Price. A limited supply of Course Handbooks will be available for purchase. Course Handbooks must be ordered by June 30, 2009.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount.  For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.



Organized by


Practising Law Institute
810 Seventh Avenue
New York, New York
USA

Contact


Phone: (800)260-4PLI
Email: info@pli.edu

Event's Website


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