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Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal. The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate. At every stage of a transaction, tax plays an important role. This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.
Day 1:
Choice of entity considerations – contributions, distributions, and eventual sales
Acquiring property in a form to minimize taxes later
Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations
Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership
Deductions arising from non-recourse debt and minimum gain chargebacks
Day 2:
Advanced Like-Kind techniques for deferring gain on the disposition of property
Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships
Installment sales and cross-purchase/redemption agreements
Capital gain tax planning and the 3.8% tax on net investment income
Speakers:
Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section. He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Mr. Immerman received his B.A., magna cum laude, from Carleton College, his M.A. from the University of Minnesota, and another M.A. and his Ph.D. from Princeton University, and his J.D. from Yale Law School.
Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures, debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate. She is past chair of the ABA Business Law Section’s Tax Committee. Ms. Ashraf earned her B.S., cum laude, from New York University, her J.D. from Hofstra University School of Law, and her LL.M. in tax from New York University School of Law.
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