Gain a better understanding of disguised sales and the role of liabilities in partner-to-partnership disguised sale determinations.
Many taxpayers make investments or operate businesses through entities that are treated as partnerships for U.S. federal income tax purposes, including limited liability companies, limited partnerships, and many foreign entities. A key factor that drives the popularity of partnerships is that many transactions involving partnerships, such as contributions of property to a partnership and distributions of cash from a partnership, can generally be accomplished tax-free. However, the partnership disguised sale rules under Section 707 of the Internal Revenue Code set many traps for the unwary that may result in otherwise tax-free transactions being treated as taxable sales. The disguised sale rules' ambit can capture even innocuous ordinary course transactions and result in unexpected tax liability. This material will provide an overview of these disguised sale rules, with an emphasis on disguised sales of property from a partner to a partnership, the key exceptions to partner-to-partnership disguised sale treatment, and how assumptions by the partnership of a partner's liabilities factor into these disguised sale rules. This topic is critical for practitioners and taxpayers who want to maximize the U.S. federal income tax benefits of partnerships while avoiding unexpected pitfalls.
Agenda
Faculty
Paul Schockett
Skadden, Arps, Slate, Meagher & Flom LLP
- Partner in the Washington, D.C. office of Skadden, Arps, Slate, Meagher & Flom LLP
- Advises public and private companies on a broad range of U.S. federal income tax matters, with a particular focus on U.S. and cross-border transactions
- Practice includes significant work involving the tax aspects of partnership transactions and renewable energy project finance
- Can be contacted at [email protected]
Leo Greenberg
Skadden, Arps, Slate, Meagher & Flom LLP
- Associate in the Boston office of Skadden, Arps, Slate, Meagher & Flom LLP
- Advises public and private companies on a broad range of U.S. federal income tax matters, with particular focus on U.S. and cross-border transactions
- Practice includes significant work advising multinational companies in connection with domestic and cross-border mergers and acquisitions, and post-acquisition restructuring and integration transactions
- Can be contacted at [email protected]
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