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Partnerships, LLCs, and LLPs - CLE, Continuing Legal Education - ALI
Partnerships, LLCs, and LLPs
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Shipped to you: Printed Coursebook | MP3 CD-ROM | DVD Video

Available Online: Online CLE | MP3 Audio Files | Coursebook

Why You Should Attend

This course provides a full two days of advanced instruction on the federal income taxation of partners and partnerships. While partnership taxation offers substantial flexibility to its owners in structuring their ownership interests and entitlement to receive distributions of cash flow, partnership taxation poses pitfalls you must constantly guard against. This accredited CLE program highlights both these pitfalls and the planning opportunities as in advising partnership clients.

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What You Will Learn

This course is an advanced-level review of various tax planning strategies and traps for the unwary in advising partners and partnerships on transactions involving formations; distributions; key issues to consider in drafting partnership agreements, including allocations of tax items as well as cash flow; and important state law considerations. An added segment covers estate planning for the professional partner in a personal service partnership. The faculty is comprised of nationally recognized tax lawyers, each of whom has substantial experience in partnership taxation and is a frequent lecturer for ALI CLE and other national tax forums.


Registrants should have a basic understanding of Subchapter K in order to get full benefit from this course.

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Who Should Attend

Attorneys and other legal professionals who want to learn more about federal income taxation of partners and partnerships should attend this accredited continuing legal education program from ALI CLE.

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Planning Chairs

(also on faculty)








Jerald David August, Fox Rothschild LLP, Philadelphia and West Palm Beach, Florida








Steven G. Frost, Chapman and Cutler LLP, Chicago

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Steven P. Berman, Berman, Indictor & Poppel LLP, Philadelphia

William H. Caudill, Fulbright & Jaworski L.L.P., Houston

Terence F. Cuff, Loeb & Loeb LLP, Los Angeles

C. Wells Hall III, Mayer Brown, Charlotte, North Carolina

Robert R. Keatinge, Holland & Hart LLP, Denver

Mary A. McNulty, Thompson & Knight LLP, Dallas

Stephen L. Owen, DLA Piper LLP, Baltimore and Washington, D.C.

David Shechtman, Drinker Biddle & Reath LLP, Philadelphia

Douglas L. Siegler, Sutherland Asbill & Brennan LLP, Washington, D.C.


ALI CLE Program Attorney: Kevin J. O’Connor (

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Program Schedule

Thursday, February 7, 2013

7:30 a.m. Registration and Continental Breakfast

8:25 a.m. Administrative Remarks – ALI CLE Staff


8:30 a.m. The Application of Self-Employment Tax and the New Medicare Tax to LLC Members and Limited Partners Mr. Hall

Current state of the law on the application of the self-employment tax to LLC members and limited partners

Impact of the new Medicare tax on net investment income; planning opportunities

9:45 a.m. Estate Planning for Professionals in Unincorporated Service Organizations Mr. Siegler

Commonly used estate planning techniques for lawyers and accountants in unincorporated business organizations; how to handle deferred compensation and redemption payments triggered by retirement

Post-mortem planning issues

11:00 a.m. Networking and Refreshment Break

11:15 a.m. Duties, Decisions, and Discretion: The Rest of the Relationship Mr. Keatinge

Non-tax and non-financial issues in the partnership and LLC relationship, including fiduciary duties, agency authority, good faith and fair dealing, indemnification and exculpation, and the grant of discretion to managers

12:30 p.m. Lunch Break


2:00 p.m. Sorting Out the Mixing Bowl Provisions Messrs. August and Caudill

Working with and avoiding the mixing bowl rules in Subchapter K

Various revisions in the partnership rules that require gain realization to partners who previously contributed appreciated property to the partnership

Section 731(c) dealing with the distribution of marketable securities

Disguised sales rules

3:30 p.m. Networking and Refreshment Break

3:45 p.m. Procedural Issues in Partnership Audits and Tax LitigationMs. McNulty

Rights and duties of the tax matters partner

Unique rules regarding partnership refund claims

Partner-level and partnership–level statutes of limitations

Tips and traps in navigating the complex TEFRA partnership rules

5:15 p.m. Adjournment for the Day; Networking Reception for Registrants and Faculty

Friday, February 8, 2013

8:00 a.m. Networking Session and Continental Breakfast


8:30 a.m. Structuring Deals Using Disregarded Entities Mr. Owen

Planning issues and opportunities using disregarded entities, tax partnerships, and checking the box

9:45 a.m. Series LLCs: The Treasury's Proposed Regulations, and What's Next?Mr. Frost

Tax and non-tax issues

Tax issues that are relevant in non-series situations

Non-tax issues so that practitioners can use series appropriately and to the advantage of their clients

11:00 a.m. Networking and Refreshment Break

11:15 a.m. Partnership Issues in Like-Kind Exchanges Mr. Shechtman

Tax issues for partnerships engaging in like-kind exchanges, with a particular focus on various planning techniques available when some partners wish to "go their separate ways " and either receive cash or a different replacement property

12:30 p.m. Lunch Break


2:00 p.m. Problems and Pitfalls in Drafting Partnership AgreementsMr. Cuff

Techniques that advisors have used to foul up their partnership and LLC agreements and to create malpractice liability issues

3:30 p.m. Networking and Refreshment Break

3:45 p.m. Partnership Workouts Mr. Berman

Issues that a practitioner must address when restructuring a troubled partnership

Important tax and structuring issues facing the debtor partnership and its partners and lenders

Planning opportunities and traps for the unwary

5:15 p.m. Adjournment

Total 60-minute hours of instruction: 13.5

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

Suggested Prerequisite: Limited experience in legal practice in subject matter or completion of Basic CLE Course in subject matter

Educational Objective: Acquisition of knowledge and skills to develop proficiency as a practitioner; maintenance of professional competence as a practitioner; provision of information on recent legal developments

Level of Instruction: Advanced

Click Here for MCLE Credit Information

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