A one-day seminar designed for attorneys, legal staff, accountants, enrolled agents, estate and financial planners, real estate professionals, lenders, and others who advise clients about various pass-through entities like Partnerships, LLPs and LLCs and want to be able to recognize often overlooked, but important issues impacting these entities. This course will focus on the most recent of developments impacting these entity choices.
- The hot topics and latest of developments in the world of partnerships
- What is a blind spot?
- Blind spots in entity selection and entity formation
- Blind spots - not knowing what the IRS is looking for
- Blind spots when drafting agreements
- Blind spots in operations
- Blind spots - convertibility, entity transitions, mergers and divisions, and international planning
- Ethical considerations
- Top 10 blind spots
8:30 a.m. - 10:15 a.m.
I. Overview Of The Partnership, LLC And LLP (And Other Entity Options) In California
II. The Hot Topics And Latest Of Developments
In The World Of Partnerships
A. Legislation (Recently Enacted, Pending)
B. Latest Case Developments
C. Update On The IRS' K-1 Matching Program
D. Working With Partnerships And SPEs After Enron
III. Introduction What Is A Blind Spot?
10:15 a.m. - 10:25 a.m.
10:25 a.m. - 12:30 p.m.
IV. Blind Spots In Entity Selection
A. When Choosing A Partnership Is The Wrong Choice
B. When Choosing A LLC Is The Wrong Choice
C. When Choosing A LLP Is The Wrong Choice
D. Knowing The Critical Distinctions In Entity Types
E. Implications Of 'Using' SPE Partnerships
V. Blind Spots In Entity Formation
A. Formalities Of Organization And Execution Of Agreements Prior To Filing
B. Capitalization Mistakes And The Prefunding Process
C. State Law Formation vs. Federal Tax Law
D. State Law Entities Which Are Not Valid Tax Law Partnerships
E. Valid Tax Law Partnerships Without State Law Entity Formation
F. SPEs In The Post Enron Era What's The Latest
G. Overlooked Mechanics Of Formation
H. Professional And Other Licensing Issues
I. Going To Delaware For Formation?
J. Going Overseas For Formation?
K. Ethical Considerations (Including Unauthorized Practice Of Law Issues) [(Ethics) 10 Minutes]
12:30 p.m. - 1:30 p.m.
Lunch (On Your Own)
1:30 p.m. - 3:20 p.m.
VI. Blind Spots Not Knowing What The IRS Is Looking For
A. IRS' K-1 Matching Program
B. What's On The IRS' Hit List
C. Material Advisors, Tax Shelters And IRS' List Maintenance Rules IRS Form 8886
D. MSSP Guidelines
E. IRS Audit Procedures: TEFRA Partnership Determinations
F. IRS Audit Procedures: Non-TEFRA Partnerships
G. IRS Attack On Family Limited Partnerships
VII. Blind Spots When Drafting Agreements
A. Securities Laws
B. Definitions And Formats
C. Business Purpose And Powers
D. Members And Capital Contributions
E. Allocations And Distributions
F. Rights And Duties Of Members And Partners
G. Rights, Powers, And Duties Of Managers And GPs
H. Accounts, Reports, And Access To Records
I. Buy Sell Agreements
L. Covenants, Representations, And Warranties
M. Dispute Resolution And Arbitration
N. Choice Of Law Provisions
O. Schedules And Capital Contributions Agreements
P. Ethical Considerations Client Identification
VIII. Blind Spots In Operations
A. Informal Operations And Use Of The Company Name
B. Operations Inconsistent With Terms Of Agreement
C. Breaches Of Fiduciary Duty
E. Agency Principles (Actual, Apparent, Implied, And Estoppel)
F. De Facto Merger, Mere Continuation, Alter Ego
G. Pre-Filing Procedures In Tax Return And K-1 Preparation
H. IRS Form 8082 And Duty Of Consistency
I. Transfers, Dispositions And Buy-Out Provisions
J. Charging Orders And Single-Member LLCs
K. SPEs And Debt vs. Equity Accounting Treatment
L. Developer vs. Investor/Capital Gain vs. Ordinary Income
M. Conversions Of Debt Into Equity And Its Tax Consequences
N. Accrued, But Unpaid Preferred Returns
O. Related Party Concerns
P. Foreign Accounts And Foreign Operations
Q. Other Issues Of Concern
3:20 p.m. - 3:30 p.m.
3:30 p.m. - 4:00 p.m.
IX. Blind Spots Convertibility, Entity Transitions,
Mergers And Divisions, And International
A. Entity Mobility: Conversions
B. Entity Acquisitions And Joint Venture Operations
C. Entity Mergers And Consolidations
D. International Planning Issues
4:00 p.m. - 4:30 p.m.
X. Ethical Considerations In Dealing With The Blind Spots
A. Client Identification
B. Due Diligence, Checklists, And Other Practical Tips
C. Coordination With CPAs And Protection Of Evidentiary Privileges
D. Attorney Work-Product
XI. Top 10 Blind Spots Summary And Review