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Thursday, April 27, 2017
Registration Desk Opens
Martin H. Brinkley, Dean, UNC School of Law and Kathleen DeLaney Thomas, Assistant Professor of Law and Director of UNC Tax Institute
8:30 - 9:30 a.m.
Compensation Arrangements and Passthrough Entities
Elizabeth E. Drigotas, Deloitte Tax
This session will review compensation arrangements in the context of flow through entities, e.g., partnerships and LLCs, including discussion of equity compensation, non-qualified deferred comp, options, and phantom equity arrangements. Status as an employee or partner and consequences for participants in qualified plans and other benefits, as well as reporting and employment tax, also will be discussed.
9:35- 10:35 a.m.
Subchapter C: Tax Provisions in Acquisition Agreements
Stephen A. Kuntz, Norton Rose Fulbright and
Robert W. Phillpott, Baker Botts
Lawyers must draft these provisions and CPAs must understand them and advise their clients accordingly. They are not boilerplate and often end up being interpreted by the parties after the fact in light of real world circumstances, putting a magnifying glass on drafting ambiguities and errors. Presenters will explain the tax issues raised by working capital and other purchase price adjustments as well as the tax impact of indemnity provisions. The program also will address purchase price allocation provisions, tax representations and warranties, and tax return filing and audit provisions, along with issues relating to the allocation of transaction tax benefits between buyer and seller.
10:35 - 10:45 a.m.
10:45 - 11:45 a.m.
Selected Cross-Border Issues of Current Interest
John P. Steines, Professor of Law, New York University School of Law
Professor Steines will take up a selection of U.S. international tax issues of current interest. Topics include: developments in the wake of the OECD’s Base Erosion and Profit Shifting Initiative, corporate “inversion” transactions, issues arising out of transfers of intellectual property offshore, and prospects for relaxation or exemption of U.S. taxation of profits earned offshore.
11:45 a.m. - 12:30 p.m.
Networking Buffet Lunch
12:30 - 1:30 p.m.
The New Partnership Audit Rules – Major Changes and Many Unanswered Questions
Clint E. Massengill, Cooley LLP
The presentation will provide an overview of the new statutory provisions and regulatory guidance and then identify and discuss practical issues raised by the new rules.
1:35 - 2:35 p.m.
Major Cases and Trends in State and Local Taxation
Richard D. Pomp, Alva P. Loiselle Professor of Law, University of Connecticut School of Law, Jordan M. Goodman, Horwood Marcus & Berk, and Marilyn A. Wethekam, Horwood Marcus & Berk
In this session, Pomp, Goodman and Wethekam will cover significant developments in state and local tax legislation, policy and case law.
2:35 - 2:45 p.m.
2:45 - 3:45 p.m.
Target Allocations Revisited: The Potential Dangers of Template Language
Phillip J. Gall, Ernst & Young and Brandon D. LeBlanc, Ernst & Young
An increasingly popular way to draft partnership agreements is to draft the agreement so that liquidating distributions are made pursuant to the cash waterfall provisions of the agreement (rather than in accordance with positive capital account balances) and incorporate a “targeted income/loss allocation” provision. This session reviews the rules that govern partnership allocations, in general, before discussing “Target Allocation” agreements and a few of the potential dangers of using template language for these agreements.
3:50 - 4:50 p.m.
Dissection of a Beneficiary Defective Inheritor’s Trust (“BDIT”)
Beth A. Wood, Moore & Van Allen
The BDIT transaction has been described as “either genius or too good to be true.” This program will analyze the major components of a BDIT, which, in simplistic terms, is a trust created by another taxpayer to which the primary beneficiary later sells assets in exchange for a promissory note. It will discuss the accolades and the criticisms of the BDIT as related to creditor protection and estate, gift and income tax implications. It will also offer practical advice in drafting a BDIT to avoid the pitfalls involved when selecting a settlor, the fiduciaries, powers of appointment and the situs of the trust.
4:50 - 5:00 p.m.
5:00 - 6:00 p.m.
Protecting People Against Penalties
David D. Aughtry, Chamberlain, Hrdlicka, White, Williams & Aughtry
How do you convince someone who disagrees with your position on the merits that you possessed substantial authority, a reasonable belief that you were more likely than not correct, or good faith and reasonable cause? While Congress and traditional constitutional principles contemplated that penalties should only be imposed upon a clear violation of a clear standard, the IRS now presumes the application of penalties and often measures them by way of hindsight. And trial courts facing an appeal may not be inclined to undermine their ruling on the merits. In addition to the law of penalties, we will focus on every imaginable factual defense.
Friday, APRIL 28, 2017
Registration Desk Opens
8:30 - 10:00 a.m.
Federal Income Tax Developments
Bruce A. McGovern, Vice President, Associate Dean for Academic Administration and Professor of Law, South Texas College of Law
This session will highlight significant court decisions, rulings, and statutory and regulatory developments of the past year affecting taxpayers.
10:00 - 10:10 a.m.
10:10 - 11:40 a.m.
Current Developments in Transfer Taxation*
Sanford J. Schlesinger, Schlesinger Gannon & Lazetera
Schlesinger will review current developments regarding estate planning and federal and state transfer taxation, including a review of any such developments in North Carolina. He will also discuss drafting estate planning documents to comply with and take advantage of current transfer tax laws, and transfer tax vs. income tax basis planning. The program will also include a review of the transfer tax and related income tax proposals of President-Elect Trump, and how they would affect estate and tax planning decisions if enacted.
11:40 a.m. - 12:30 p.m.
Networking Buffet Lunch
12:30 - 2:30 p.m.
Circular 230: Just How Effective is it in Influencing Ethical Behavior in Tax Practice?
Karen L. Hawkins, Hawkins Law
Hawkins, attorney and former Director of the IRS Office of Professional Responsibility (April, 2009- July, 2015), will share her observations regarding the impact that Circular 230 and the Office of Professional Responsibility have had on tax practitioners, generally, and lawyers in particular, before, during and after her tenure. The discussion will include an analysis of the current state of the law as it relates to tax practice ethics.
2:30 - 2:40 p.m.
2:40 - 3:40 p.m.
The North Carolina Sales Tax Changes – Where Are We and Where Are We Going?
Michael A. Hannah, Attorney-At-Law
The North Carolina General Assembly has enacted some extremely important modifications to its sales tax statutes during recent legislative sessions in conjunction with some the most sweeping changes to the state tax code in decades. Some of those changes have unfortunately resulted in confusion and consternation for some taxpayers. This session will focus on those changes, their potential impact on businesses and individuals and what additional changes may be considered by the new General Assembly in 2017.
3:45 - 4:45 p.m.
Tax Reform: Potential and Peril?
J. Todd Metcalf, PricewaterhouseCoopers
Politicians have long called for an overhaul of the federal tax code; they nonetheless continue to face a number of obstacles in getting tax reform legislation enacted into law. How will the code be impacted by tax reform in 2017?
*The School of Law is greatly appreciative of the Marvin K. and Florence T. Blount Lecture, which was established in 1973 by Marvin (J.D., 1916) and Florence Blount to promote greater professional and public awareness of estate planning and tax issues.