University of Texas School of Law

eCourse

2016 Hot Topics in Tax Law: 385 Regulations, Goodwill, Personal Liability, Cancellation of Debt, and Family Limited Partnerships (Jan 2017)

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Session 1: Traps and Pitfalls of the New Section 385 Regulations The Section 385 regulations are a sea-change event that will have profound impact given the three-year presumptions contained in the regulations and that they broadly apply to many deleveraging transactions and create a presumption of linkage. Explore the impact of Section 385 on debt pushdown strategies, potential workarounds to those impacts, scope limitations of the Section 385 regulations that define “tainted” debt versus “clean” debt, and the collateral damage of the Section 385 regulations to unanticipated situations.

Session 2: Distinguishing and Planning around Individual Goodwill - Practitioners and appraisers once dismissed distinguishing and planning around "individual goodwill" as far from serious. Now the practice is increasingly accepted and is in widespread use in ways which are, in fact, only a step or two away from negligence, if not fraud. Review these concepts and their limits, especially as they relate to structuring and restructuring around corporate lockup of built-in gains.

Session 3: Personal Liability for Corporate Tax Assessments It’s your client’s worst nightmare. After serving as an officer, a director, or in some cases, an employee of a failed business, there’s a knock on the door. It’s from a sheriff serving a lawsuit alleging the client is personally liable for his or her employer's unpaid Texas taxes. Learn the laws that impose personal liability and how best to defend against it.

Session 4: Cancellation of Debt Explore how the downturn in the energy industry has made COD issues of more frequent concern, as have issues arising in connection with restructuring of debt obligations of partnerships and LLCs.
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Total Credit Hours:
3.50 | 0.25 ethics     Credit Info

TX MCLE credit expires: 1/31/2019

Includes: Audio Paper Slides

$155  

Preview Sessions
Credit Hours
1. Traps and Pitfalls of the New Section 385 Regulations (Jan 2017)

Bret Wells

0.75 0.00 0.00 0.75  

Preview Session Materials

You may download session materials
for offline use.

Audio (mp3) 44 mins
Slides (pdf) 12 pgs

Preview limited to first 5 slides
of 23
SESSION 1 — 44 mins, credit 0.75

Session 1:

Traps and Pitfalls of the New Section 385 Regulations (Jan 2017)

The Section 385 regulations are a sea-change event that will have profound impact given the three-year presumptions contained in the regulations and that they broadly apply to many deleveraging transactions and create a presumption of linkage. Explore the impact of Section 385 on debt pushdown strategies, potential workarounds to those impacts, scope limitations of the Section 385 regulations that define “tainted” debt versus “clean” debt, and the collateral damage of the Section 385 regulations to unanticipated situations.

Originally presented at: Nov 2016 Taxation Conference

Bret Wells, University of Houston Law Center - Houston, TX

2. Distinguishing and Planning around Individual Goodwill (Jan 2017)

Bruce A. Johnson, Kenton E. McDonald

1.00 0.00 0.00 1.00  

Preview Session Materials

You may download session materials
for offline use.

Audio (mp3) 65 mins
Paper (pdf) 46 pgs
Slides (pdf) 18 pgs

Preview limited to first 5 slides
of 35
SESSION 2 — 65 mins, credit 1.00

Session 2:

Distinguishing and Planning around Individual Goodwill (Jan 2017)

Practitioners and appraisers once dismissed distinguishing and planning around "individual goodwill" as far from serious. Now the practice is increasingly accepted and is in widespread use in ways which are, in fact, only a step or two away from negligence, if not fraud. Review these concepts and their limits, especially as they relate to structuring and restructuring around corporate lockup of built-in gains.

Originally presented at: Nov 2016 Taxation Conference

Bruce A. Johnson, Munroe, Park & Johnson, Inc. - San Antonio, TX
Kenton E. McDonald, Branscomb | PC - Corpus Christi, TX

3. Personal Liability for Corporate Tax Assessments (Jan 2017)

James F. Martens

1.00 0.25 0.00 1.00 | 0.25 ethics  

Preview Session Materials

You may download session materials
for offline use.

Audio (mp3) 62 mins
Paper (pdf) 24 pgs
Slides (pdf) 23 pgs

Preview limited to first 5 slides
of 45
SESSION 3 — 62 mins, credit 1.00 | 0.25 ethics

Session 3:

Personal Liability for Corporate Tax Assessments (Jan 2017)

It’s your client’s worst nightmare. After serving as an officer, a director, or in some cases, an employee of a failed business, there’s a knock on the door. It’s from a sheriff serving a lawsuit alleging the client is personally liable for his or her employer's unpaid Texas taxes. Learn the laws that impose personal liability and how best to defend against it.

Originally presented at: Nov 2016 Taxation Conference

James F. Martens, Martens, Todd, Leonard, Taylor & Ahlrich - Austin, TX

4. Cancellation of Debt (Jan 2017)

Crawford Moorefield

0.75 0.00 0.00 0.75  

Preview Session Materials

You may download session materials
for offline use.

Audio (mp3) 44 mins
Slides (pdf) 20 pgs

Preview limited to first 5 slides
of 40
SESSION 4 — 44 mins, credit 0.75

Session 4:

Cancellation of Debt (Jan 2017)

Explore how the downturn in the energy industry has made COD issues of more frequent concern, as have issues arising in connection with restructuring of debt obligations of partnerships and LLCs.

Originally presented at: Nov 2016 Taxation Conference

Crawford Moorefield, Strasburger & Price, LLP - Houston, TX