Consolidated Tax Return Regulations
Why Attend?
During the past ten years, the Treasury Department and the Internal Revenue Service have substantially revised the Consolidated Return Regulations. In 1994, Treasury finalized the investment adjustment regulations and issued proposed intercompany transaction regulations. In 1995, Treasury finalized the intercompany transaction and hedging regulations. In 1996, Treasury issued temporary separate return limitation year (SRLY) regulations and consolidated Section 382 regulations. In 1999, Treasury issued final SRLY and consolidated Section 382 regulations. In 2001, the Rite Aid decision invalidated the duplicated loss provisions of the loss disallowance rules. In response, Treasury issued new regulations dealing with loss disallowance issues – 1.337(d)-2 and 1.1502-35T. Recently the Treasury issued final consolidated attribute reduction regulations – 1.1502-28.
These developments, coupled with other recent changes in the consolidated return regulations, judicial decisions, and published and private rulings, have dramatically changed the operating rules of consolidated returns. An understanding of these new rules is critical for practitioners and corporate tax counsel who practice in this area.
What You Will Learn
This annual advanced course of study, comprising more than 13 hours of instruction, explores the policy and mechanics of these regulations. Leading private practitioners in the field and government officials responsible for drafting the regulations explain these developments. They emphasize the practical implications of these provisions and offer suggestions for sensible planning.
The course is designed to provide guidance both for private practitioners and for in-house tax counsel. It is tailored especially to allow substantial periods for responses to questions from registrants. In addition, at the Friday transactional breakfast, registrants have the opportunity to discuss and raise questions about their corporate transactions with the faculty and other participants.
Planning Chairs
Mark J. Silverman, Steptoe & Johnson LLP, Washington, D.C.
Faculty
Theresa A. Abell, Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.
William D. Alexander, Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.
Lawrence M. Axelrod, Deloitte Tax LLP, Washington, D.C.
Jerred G. Blanchard, Ernst & Young LLP, Houston
John G. Broadbent, Ernst & Young LLP, Washington, D.C.
Derek E. Cain, PricewaterhouseCoopers, Washington, D.C.
Bryan P. Collins, Deloitte LLP, Washington, D.C.
Andrew J. Dubroff, Ernst & Young LLP, Washington, D.C.
Gerald B. Fleming, Senior Technician Reviewer, Branch 2, Office of the Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.
Karen Gilbreath Sowell, Ernst & Young LLP, Washington, D.C.
Stuart J. Goldring, Weil, Gotshal & Manges LLP, New York
Stephen L. Gordon, Cravath, Swaine & Moore LLP, New York
Mark R. Hoffenberg, KPMG LLP, Washington, D.C.
Audrey Nacamuli, General Electric Company, Stamford, Connecticut
Aaron P. Nocjar, Steptoe & Johnson LLP, Washington, D.C.
Joseph M. Pari, Dewey Ballantine LLP, Washington, D.C.
Patricia W. Pellervo, PricewaterhouseCoopers LLP, San Francisco
Michael L. Schler, Cravath, Swaine & Moore LLP, New York
Eric Solomon, Deputy Assistant Secretary for Regulatory Affairs, Office of Tax Policy, U.S. Department of the Treasury, Washington, D.C.
Steven B. Teplinsky, Steptoe & Johnson LLP, Washington, D.C.
Bernita L. Thigpen, KPMG LLP, Chicago
Dana L. Trier, Davis Polk & Wardwell, New York
Gordon E. Warnke, Dewey Ballantine LLP, New York
Robert H. Wellen, Ivins, Phillips & Barker, Chartered, Washington, D.C.
Thomas F. Wessel, KPMG LLP, Washington, D.C.
Lisa M. Zarlenga, Steptoe & Johnson LLP, Washington, D.C.
Additional government faculty to be confirmed
Note: 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
Thursday, October 5, 2006
- 7:45 a.m. Registration and Continental Breakfast
- 8:45 a.m. Introductory Remarks and Course Overview — Mr. Silverman
- 9:00 a.m. Investment Adjustments and Related Issues — Ms. Pellervo and Messrs. Blanchard, Pari, and Silverman
- 10:45 a.m. Networking Break
- 11:00 a.m. Affiliation, Reverse Acquisitions, and Accounting Issues — Messrs. Fleming, Teplinsky, Trier, and Wessel
- 12:30 p.m. Lunch Break
- 2:00 p.m. Current Developments at the Treasury Department — Faculty to be confirmed
- 2:30 p.m. Intercompany Transactions — Messrs. Alexander, Dubroff, Solomon, and Warnke
- 3:30 p.m. Networking Break
- 3:45 p.m. Intercompany Transactions (continued)
- 5:00 p.m. Adjournment for the Day
Friday, October 6, 2006
- 7:30 a.m. Transactional Breakfast — An opportunity for registrants to ask questions about transactions on which they are currently working
- 8:30 a.m. Networking Break
- 8:45 a.m. Acquisition and Separation Issues in Consolidation — Ms. Gilbreath Sowell and Messrs. Gordon, Silverman, Solomon, and Wellen
- 10:30 a.m. Networking Break
- 10:45 a.m. Tax Attributes and Consolidation — Messrs. Broadbent, Cain, Goldring, and Hoffenberg and Ms. Thigpen
- 12:30 p.m. Lunch Break
- 2:00 p.m. Loss Disallowance Rules — Mss. Abell and Nacamuli and Messrs. Axelrod, Collins, and Schler
- 3:30 p.m. Networking Break
- 3:45 p.m. Consolidated Group Joint Ventures, Including One-Party Limited Liability Companies (LLCs) — Mr. Nocjar and Ms. Zarlenga
- 5:00 p.m. Adjournment
Total 60-minute hours of instruction: 13.5
Suggested Prerequisite: Limited experience in legal practice in subject matter or completion of Basic CLE Course in subject matter
Educational Objective: Maintenance of professional competence as a practitioner; provision of information on recent legal developments; development of proficiency in performance of intricate and complex legal tasks within a narrow area
Level of Instruction: Advanced
Here's what registrants have said about this course:
Superb seminar; outstanding panel; by far the best technical seminar I’ve ever attended in more than 15 years of tax practice.
Great course! Very worthwhile, incredible knowledge base among the faculty, great interplay.
Excellent course – I cannot think of how this could be improved.
I have been attending this course every other year for the last six years. All instructors were very knowledgeable and well prepared. Silverman has done an outstanding job with this conference.
It was so refreshing to witness the camaraderie amongst the panel members. They clearly respected each other’s expertise and enjoyed the exchanges.
Excellent class! I look forward to attending it next year. Top notch instructors! Informative and entertaining --- how often can you say that?
