Consolidated Tax Return Regulations
Why Attend?
The Unified Loss Rule: This complex, but important rule impacts corporations filing consolidated returns, selling stock of a subsidiary member, and anticipating a loss, as well as acquirers buying subsidiary stock from a consolidated group. Do you know the implications of this rule in structuring and reporting these transactions?
Intercompany Transactions: Recent stimulus legislation, including recently-released Rev. Proc. 2009-37, permits deferral of cancellation of debt (COD) income under Section 108(i). How does Section 108(i) interact with the intercompany transaction rules?
This annual advanced course of study, comprising 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.
What You Will Learn
The only annual course taught by current and former Treasury Department and IRS officials responsible for drafting the Consolidated Return Regulations!
During the past fifteen 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 transactions 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 regulations 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 regulations dealing with loss disallowance issues - 1.337(d)-2 and 1.1502-35T. In 2005, Treasury issued final consolidated attribute reduction regulations - 1.1502-28. In 2006, Treasury issued new proposed loss disallowance regulations - 1.1502-36. In 2007, Treasury issued new proposed intercompany obligation regulations - 1.1502-13(g). In 2008, Treasury is expected to finalize the loss disallowance regulations.
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.
Who Should Attend?
The course is designed for both private practitioners and for in-house tax counsel. It is tailored especially to allow substantial periods for responses to questions from registrants.
Planning Chair
(also on faculty)
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, Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.
Donald W. Bakke, Attorney-Advisor, U.S. Department of the Treasury, Washington, D.C.
Jerred G. Blanchard, Ernst & Young LLP, Houston
Bryan P. Collins, Deloitte Tax LLP, Washington, D.C.
Marc Countryman, Ernst & Young LLP, Washington, D.C.
Jasper L. Cummings, Jr., Alston & Bird LLP, Raleigh, North Carolina
Andrew J. Dubroff, Ernst & Young LLP, Washington, D.C.
Kathleen L. Ferrell, Davis Polk & Wardwell, New York
Gerald B. Fleming, Senior Technical Reviewer, Branch 2, Office of the Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.
Stuart J. Goldring, Weil, Gotshal & Manges LLP, New York
Stephen L. Gordon, Cravath, Swaine & Moore LLP, New York
David R. Haglund, Acting Branch Chief, Branch I, Internal Revenue Service, Washington, D.C.
Mark R. Hoffenberg, KPMG LLP, Washington, D.C.
Dianna K. Miosi, Branch I Chief, Passthroughs and Special Industries, Internal Revenue Service, Washington, D.C.
Audrey Nacamuli, General Electric Company, Stamford, Connecticut
Aaron P. Nocjar, Steptoe & Johnson LLP, Washington, D.C.
Joshua Odintz, Acting Tax Legislative Counsel, Office of Tax Policy, U.S. Department of the Treasury, Washington, D.C.
Joseph M. Pari, Dewey & LeBoeuf LLP, Washington, D.C.
Patricia W. Pellervo, PricewaterhouseCoopers LLP, San Francisco
James Prettyman, PricewaterhouseCoopers, Washington, D.C.
Michael L. Schler, Cravath, Swaine & Moore LLP, New York
Eric Solomon, Former Assistant Secretary of Treasury, Office of Tax Policy, U.S. Department of the Treasury, Washington, D.C.
Megan A. Stoner, Attorney-Advisor, Branch 3, Internal Revenue Service, Washington, D.C.
Steven B. Teplinsky, Ernst & Young LLP, Washington, D.C.
Bernita L. Thigpen, KPMG LLP, Chicago
Gordon E. Warnke, Dewey & LeBoeuf LLP, New York
Robert H. Wellen, Ivins, Phillips & Barker, Chartered, Washington, D.C.
Thomas F. Wessel, KPMG LLP, Washington, D.C.
Michael J. Wilder, McDermott Will & Emery, Washington, D.C.
Lisa M. Zarlenga, Steptoe & Johnson LLP, Washington, D.C.
ALI-ABA Staff Attorney: Amy S. Weinberg, Assistant Director, Office of Courses of Study
Program Schedule
THURSDAY, OCTOBER 1, 2009
7:45 a.m. Registration and Networking Session
Webcast Segment A
8:45 a.m. Introductory Remarks and Course Overview - Mr. Silverman
9:00 a.m. Investment Adjustments and Related Issues - Mss. Abell and Pellervo and Messrs. Blanchard, Pari, and Silverman
10:45 a.m. Networking Break
11:00 a.m. Affiliation, Reverse Acquisitions, and Accounting Issues - Ms. Ferrell and Messrs. Fleming, Teplinsky, and Wessel
12:30 p.m. Lunch Break
Webcast Segment B
2:00 p.m. Current Developments at the Treasury Department - Mr. Odintz
2:30 p.m. Intercompany Transactions - Messrs. Bakke, Collins, Dubroff, Warnke, and Wilder
3:45 p.m. Networking Break
4:00 p.m. Intercompany Transactions (continued)
5:30 p.m. Adjournment for the Day
FRIDAY, OCTOBER 2, 2009
8:15 a.m. Networking Session
Webcast Segment C
8:45 a.m. Acquisition and Separation Issues in Consolidation - Messrs. Gordon, Silverman, Solomon, and Wellen
10:30 a.m. Networking Break
10:45 a.m. Tax Attributes and Consolidation - Messrs. Goldring, Hoffenberg, and Prettyman and Ms. Thigpen
12:30 p.m. Lunch Break
Webcast Segment D
2:00 p.m. Loss Disallowance Rules - Ms. Nacamuli and Messrs. Alexander, Axelrod, Countryman, Cummings, and Schler
3:30 p.m. Networking Break
3:45 p.m. Consolidated Group Joint Ventures, Including One-Party Limited Liability Companies (LLCs) - Mss. Miosi, Stoner, and Zarlenga and Messrs. Haglund and Nocjar
5:00 p.m. Adjournment
Total 60-minute hours of instruction: 13
Note: The discussions include at least one full hour on ethics and professional responsibility issues, accepted by most, but not all, MCLE jurisdictions.
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:
Excellent course. I’m looking forward to hearing what the panelist have to say next year. Silverman did a great job in holding everything together. Thanks for continuing the program during uncertain times.
Absolutely excellent course – the whole thing.
ALI-ABA gets an A+.
Excellent and very thorough coverage of the current issues and rules in the consolidated return context.
The course is very good. Mark Silverman does an excellent job as the moderator. He asks lots of good questions that bring out relevant insights from the panelists.
Excellent teaching faculty. The panel formats with a mix of treasury and private practice participants provided great insight into the subject matter. The course was very informative and relevant, provided a great deal of insight into the theory and body of knowledge being discussed. Course materials are excellent and will be utilized.
As always, it was thoroughly enjoyable and very informative. I always take away a lot more than I bring, especially from the IRS and Treasury people on the panels and in the audience. It's definitely one of the best CLE programs in the U.S. Thanks! - Jerred G. Blanchard, Ernst & Young LLP, Houston
