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Boilerplate Tax Distribution Provisions Can Get You Into Hot Water


Level: Advanced
Runtime: 94 minutes
Recorded Date: September 11, 2019
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Agenda


  • Partnership Taxation
  • Tax Distribution
  • Negotiating For Tax Distribution Provisions
  • Ordering of Cash Flow
  • Improving Baseline Tax Distribution Provisions
  • Coordinating with BBA
  • Coordinating with TCJA
  • Deficit Restoration for Excess
  • Tax Adjusted Clawback
  • Tax Distribution in Loans
Runtime: 1 hour and 34 minutes
Recorded: September 11, 2019

Description

Tax distributions provide a means for partners to pay the tax liabilities resulting from allocations of partnership income. Often partnership arrangements are very complex and correspondingly have complex allocations. Thus, there is no one-size-fits-all approach or template for providing for tax distributions in a partnership agreement. In fact, depending on the particulars of the deal, these provisions can vary greatly.

In this seminar, the presenters will discuss various issues to address in drafting tax distributions and the pitfalls of failing to account for certain key considerations.

This program was recorded on September 11th, 2019.

Provided By

American Bar Association
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Panelists

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Steven R. Schneider

Partner
Baker & McKenzie LLP

Steven R. Schneider is a partner in Baker McKenzie's Washington, DC office, and leads the Firm's passthroughs tax group. He started his career as a lawyer in the IRS' national office and has had many years of national-level law firm and Big-4 accounting firm experience. Mr. Schneider also previously chaired the ABA Partnership Tax Committee. He has been teaching an advanced tax course on drafting partnership and LLC agreements at Georgetown University Law Center since 2005, is a regular speaker at national tax venues, and has published numerous articles on tax for Taxes: The Tax Magazine, Tax Notes, Bloomberg BNA and Journal of Taxation, among many others.

Mr. Schneider is a nationally recognized tax lawyer who focuses his practice on transactional, controversy and tax policy matters. He has significant tax experience in mergers & acquisitions, private equity and real estate funds, qualified opportunity funds, cross-border tax, partnerships, real estate, REITs, international investors (including sovereigns), and S corporations.

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Bahar Schippel

Partner
The Law Offices of Snell & Wilmer

Bahar Schippel specializes in tax planning for mergers and acquisitions, joint ventures and real estate transactions, drafting LLC and partnership agreements, tax planning in connection with fund formation and operations, structuring tax-efficient debt workouts, designing service provider equity compensation for LLCs and partnerships and representing taxpayers before the Internal Revenue Service. She served on the Council of the ABA Tax Section and is a Past Vice Chair (Pro Bono and Outreach) thereof. Bahar is a Past Chair of the ABA Tax Section Partnership Committee. She is currently a member of the ABA's National Conference of Lawyers and CPAs. Bahar is also the Past Chair of the Tax Section of the State Bar of Arizona and is the Past Chair of the Arizona Tax Advisory Commission, which oversees the tax specialization program in Arizona. She is also a Regent of the American College of Tax Counsel, and a member of the Bloomberg BNA Real Estate Advisory Board and the Wolters Kluwer Legal Tax Advisory Board, which all include some of the nation's leading authorities on tax law. Bahar frequently speaks at national and regional tax conferences and contributes articles to top-tier tax publications.

Prior to joining Snell & Wilmer, Bahar served as Attorney-Advisor for the United States Tax Court in Washington, DC, and as Teaching Assistant to the Honorable David Laro at Georgetown University Law Center.


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