Creative Tax Planning for Real Estate Transactions
Why Attend?
Commercial real estate sales in the four major property groups (office, apartment, retail, and industrial) rose by 35% in 2005 compared to 2004. A recent survey of more than 1,100 private and institutional investors revealed that nearly seven out of ten plan to increase their investment in real estate in 2006, and strong demand has driven cap rates down by more than 200 basis points over the past three years.
However, this bull market is threatened by inflationary pressures from sky-high oil prices, which have prompted the Federal Reserve to continue its program of measured interest rate increases. Many real estate industry pundits now predict that long-term interest rates will rise and the real estate value bubble will burst. With sellers fearing a price correction, the pace of transactions increases even further, and much attention is focused on saving taxes in structuring transactions. Tax problems and their solutions often make or break the deal.
What You Will Learn
This annual advanced course of study, comprising more than 18 hours of instruction, concentrates on sophisticated planning techniques for dealing with the multifaceted federal income tax consequences of real estate investments and transactions. It emphasizes creative but practical solutions to the real-world problems that arise in the practices of our nationally recognized faculty. These solutions include strategies and techniques for joint venturing, financing, development, operation, and disposition, whether through sale, tax-free exchange, or contribution to another entity. Successful approaches must minimize and defer tax while achieving the business goals of the parties in a complex legal and regulatory environment.
This year’s program again features panel discussions that allow for an exchange of ideas and exploration of the advantages and disadvantages of different approaches and solutions. Once again, we have brought together the nation’s leading experts in the field from across the country. "Open microphone" breakfasts with the faculty allow time for extended discussion of questions and issues raised by registrants. Ethics issues are covered in various panels as appropriate.
Planning Chairs
Blake D. Rubin, Arnold & Porter LLP, Washington, D.C.
Richard E. Levine, DLA Piper Rudnick Gray Cary US LLP, Baltimore
Faculty
Sheldon I. Banoff, Katten Muchin Rosenman LLP, Chicago
Dennis J. Carlin, Gardner Carton & Douglas LLP, Chicago
Terence F. Cuff, Loeb & Loeb LLP, Los Angeles
Glenn E. Ferencz, Gardner Carton & Douglas LLP, Chicago
Todd D. Golub, Baker & McKenzie LLP, Chicago
Leslie H. Loffman, DLA Piper Rudnick Gray Cary US LLP, New York
Sanford C. Presant, DLA Piper Rudnick Gray Cary US LLP, Los Angeles
Stephen D. Rose, Munger, Tolles & Olson LLP, Los Angeles
James B. Sowell, Deloitte & Touche LLP, Washington, D.C.
Stefan F. Tucker, Venable LLP, Washington, D.C.
Louis S. Weller, Deloitte & Touche LLP, San Francisco
Andrea Macintosh Whiteway, Arnold & Porter LLP, Washington, D.C.
Lary S. Wolf, Roberts & Holland LLP, New York
Notes: The discussions include at least one full hour on ethics and professional responsibility issues, accepted as such by most, but not all, MCLE jurisdictions.
Program Schedule
Wednesday, September 13, 2006
- 8:00 a.m. Registration and Continental Breakfast
- 9:00 a.m. Introductory Remarks
- 9:05 a.m. The Year in Review – Mr. Tucker
- 10:00 a.m. Hot Topics in Partnership and Real Estate Taxation – Messrs. Sowell and Wolf and Ms. Whiteway
- 11:00 a.m. Networking Break
- 11:15 a.m. UPREIT OP Unit Transactions: Latest Techniques and Issues – Messrs. Loffman, Rubin, and Sowell and Ms. Whiteway
- 12:30 p.m. Lunch Break
- 1:45 p.m. Maximizing Capital Gains in Real Estate Transactions, Including Condo Conversions – Ms. Whiteway and Messrs. Tucker and Wolf
- 3:00 p.m. Networking Break
- 3:15 p.m. Disguised Sales of Partnership Interests (Proposed Regulations and Other Issues) – Messrs. Presant, Rubin, and Sowell
- 4:00 p.m. Partnership Agreement Drafting: How To Structure and Document Joint Ventures – Messrs. Levine, Loffman, Presant, and Wolf
- 5:30 p.m. Adjournment for the Day
Thursday, September 14, 2006
- 8:00 a.m. "Open Microphone" – Questions and Answers and Continental Breakfast with the Faculty
- 9:00 a.m. Planning for the Disposition of Overleveraged Real Estate – Messrs. Ferencz, Golub, and Rubin
- 10:15 a.m. Networking Break
- 10:30 a.m. Dealing with the At-Risk Rules, Including the Hubert Case – Messrs. Cuff, Golub, Rubin, and Weller
- 11:15 a.m. Hot Like-Kind Exchange Issues – Messrs. Carlin, Cuff, Golub, and Weller
- 12:15 p.m. Lunch Break
- 1:30 p.m. Hot Like-Kind Exchange Issues (continued)
- 3:00 p.m. Networking Break
- 3:15 p.m. Case Study: Partnership Mixing Bowl Transaction with a REIT – Messrs. Cuff, Rubin, and Weller
- 4:15 p.m. Proposed Regulations on Partnership Equity for Debt – Messrs. Banoff and Rose
- 5:00 p.m. What You Must Know about the New Circular 230 Rules – Messrs. Carlin, Golub, and Rose
- 5:30 p.m. Adjournment for the Day
Friday, September 15, 2006
- 8:00 a.m. "Open Microphone" – Questions and Answers and Continental Breakfast with the Faculty
- 9:00 a.m. Creative Planning To Control Partnership Liability Allocations – Messrs. Banoff, Rose, and Rubin
- 10:00 a.m. Networking Break
- 10:15 a.m. Tax-Free Equity Extraction Techniques – Messrs. Banoff, Rose, and Rubin
- 12:00 noon Adjournment
Total 60-minute hours of instruction: 18.25 (including "open microphone" breakfast sessions)
Suggested Prerequisite: Experience in legal practice in subject matter
Educational Objective: Maintenance of professional competence as a practitioner; provision of information on recent legal developments
Level of Instruction: Advanced
Here's what registrants have said about this course:
This is an outstanding course!
The course was excellent. The speakers are excellent and the panel presentation format is very effective and keeps the program from bogging down. Great job – keep it up!
Great job of incorporating the audience’s questions into the main stream of the presentation. The panel all worked well together. All of the presenters are clearly bright/intelligent folks. Your knowledge is unbelievable!
As a CPA/CFP, I will likely attend more ALI-ABA sponsored courses in the tax area because of the quality of this class.
This is the first time I attended the ALI-ABA class. It exceeds my expectations. This is an excellent course which provides practical solutions to practitioners.
Excellent course. The interaction of the presenters is probably the most valuable aspect. It keeps things interesting and raises issues and ideas that might not otherwise come up. Blake Rubin is an excellent moderator. Also appreciated Rich Levine — has a superb approach to breaking down complex allocation issues into easy to follow pieces. Great job Rich!
