36-Hour Taxation Law Specialization Package

Using real-world legal examples, this presentation will showcase the capabilities of industry-leading AI tools such as ChatGPT, Claude, Gemini, and CoPilot, demonstrating how they can be utilized in your legal practice.

Additionally, the presentation will address critical aspects of privacy and highlight the unique strengths of each AI tool, enabling you to make well-informed decisions when incorporating AI into your legal technology strategy.

Over the past two years, our speaker, Stephen M. Smith, has provided AI education to over 100 organizations, teaching them how to transform their businesses with AI tools to increase productivity, improve analytics, overhaul their content creation processes (from marketing content to legal briefs), lower costs, and increase revenues

As the State Bar has recognized in its new MCLE requirements, incivility is an increasing problem in the legal profession. It is important to acknowledge that all of us at times, either intentionally or more likely unintentionally, contribute to this problem by acting uncivilly based upon our own biases. Moderated by internationally recognized McGill University assistant professor, Dr. Jordan Axt, who focuses his research on the formation of intergroup bias, this program will explore why we form these unintentional biases. It will then untangle the nexus between unintentional biases and incivility, and how we can learn to recognize these biases in order to curb our own incivility.

Ask the speaker a question. Email and be sure to include the program name in the subject line.

Life as an attorney can be exhausting, overwhelming, and all-consuming. The constant stress and demands on your time can put any attorney in a never-ending cycle that can lead to burnout or otherwise harm the career you have worked so hard to build. In this program, family law attorney turned life coach and author Wendy Meadows will discuss what “burnout” really means, what it looks like in the legal profession, identify the signs to look for that might signal that burnout is on the horizon, and give you the tools you need to overcome burnout starting NOW! To delve even deeper into the discussion, special education lawyer and trained moderator Jackie Deam will be helping to facilitate the presentation to ensure Wendy answers the questions on everyone’s mind.

The presenters are Neville Johnson, author of the best-seller, The John Wooden Pyramid of Success, Stephen S. Marmer, MD and PhD, a top psychiatrist with an extensive and impressive resume, and Judge Stephen Pfahler’s (Superior Court, Stanley Mosk Courthouse), The Whole Truth For Lawyers, A Complete Guide To Flourishing In Your Life And Career. John Wooden created the legendary Pyramid and its elements will be discussed along with a discussion of the recent Harvard study on happiness, and Judge Pfahler will discuss his findings and conclusions on the subjects.

What is implicit bias and how can it manifest in almost undetectable ways in all aspects of the legal profession? Our distinguished panelists have been on every side of the legal profession: attorney, mediator, and judicial officer. They will discuss two prevalent, yet covert ways implicit bias affects every sphere of the legal profession: microaggressions and gaslighting. They will provide real life examples from the legal profession and what we as attorneys can do better to move the legal profession forward.

As lawyers, we are looked to for sound, strategic advice by our clients. We are asked to solve complex issues and often must navigate heightened emotions from various parties while diligently advising our clients. In the session, you will learn how to have greater awareness of bias in decision making and how to interrupt bias before it negatively affects you and your client. Mindy Gulati will touch on the brain science of cognitive bias and dig into practical tips and tools for how to address bias as we navigate our ethical obligations to our clients.

This program will explore the ethical duties of an attorney when billing clients, as well as best practices to avoid fee disputes and ensure entitlement to payment.

The State Bar of California has adopted new guidelines which address the use of Generative Artificial Intelligence (AI) in the legal profession. The “Practical Guidance for the Use of Generative Artificial Intelligence in the Practice of Law,” which is influenced by the recommendations of the Committee on Professional Responsibility and Conduct (COPRAC), touches upon confidentiality, competence, compliance, communication, candor, billing, and bias. The goal is to clarify what ethical obligations lawyers have and what pitfalls to avoid when relying on AI.

Lawyers need to know about this evolving technology in order to understand the coming regulation, avoid non-compliance, and to protect the public.

This program will review the new guidelines and how AI promises to revolutionize the practice of law.

The new Rule of Professional Conduct 8.3, that requires lawyers to report other lawyers for certain types of illegal conduct, has generated questions about when it is necessary to report conduct, what types of illegal conduct are required to be reported, and what types of conduct shouldn't be reported. This program will provide guidelines for the average practitioner and will also address reporting requirements when the conduct comes from lawyers within the same firm, pursuant to Rules 5.1 and 5.2. This knowledge is essential for anyone managing a law office, particularly since a violation can affect not only a lawyer involved in wrongdoing, but the lawyer or lawyers who could be disciplined for failing to report the errant lawyer.

This panel of top attorneys in malpractice and ethics will discuss the complicated issues in fee agreements, including:

- Contingent fees of 50% or more
- Changing fee amounts mid-stream
- Can a contingent fee ever be increased after the initial K is entered?
- Taking a percentage of the client’s income in perpetuity (despite new counsel, new K having been negotiated, and other change of circumstances, can this be shoehorned into an unconscionability argument?)
- Nuances of referral fees; best practices for handling fee disputes
- Requirement of observing MFAA in B&P Code before compelling contractual arbitration
- Arbitration agreements
- When and what do you have to tell the client to seek independent counsel before agreeing (e.g., waiver of a jury trial is an essential right that needs to be carefully considered; that the loser in litigation may pay attorney’s fees)

A most common fact pattern presented to tax planners is where a partnership (or LLC) wants to sell property, some or all of the partners want to defer gains via Section 1031 but the partners don?t all want to stay together after the sale. This presentation will survey the issues this creates and techniques in current use to respond to the pattern such as ?drops and swaps,? partnership divisions, ?swaps and drops?, ?synthetic? drops and swaps and PINs transactions. Knowledge of basic 1031 principles will be assumed.

Speaker: Based in Sausalito, Lou Weller is Managing Partner of Weller Partners, LLP, a boutique law firm specializing in income tax planning for real estate transactions. Lou formerly served as National Director of Real Estate Transaction Planning at Deloitte Tax and is recognized as one of the leading national authorities on tax planning for real estate transactions, particularly in using like-kind exchanges and other means of deferring gains on real estate sales. Lou is a frequent speaker at tax institutes and conferences, is lead author of the treatise: Real Property Exchanges, 3rd Edition and has been widely published in the tax press, quoted on real estate tax subjects in national periodicals and newspapers and serves on the editorial boards of several national tax publications, including serving as editor of Real Estate topics for the Journal of Taxation. He has held leadership posts in the American Bar Association Taxation Section, the California State Bar Tax Section and the Taxation Section of the Bar of San Francisco, is a Fellow of the American College of Tax Counsel and has been listed for more than 30 years in The Best Lawyers in America. He received a B.A. in political science from Yale University and concurrent J.D. and Masters in Public Policy degrees from the University of California, Berkeley.

This panel of tax experts, including Mr. Bittner?s attorney, will discuss the new landscape of penalties for taxpayers? failures to report foreign accounts in light of the Supreme Court?s opinion in the Bittner case.

Michele Weiss, Principal, Holtz, Slavett & Drabkin, APLC
LaVonne Lawson, Counsel, Leech, Tishman, Fuscaldo & Lampl
Rachael Rubenstein, Partner, Clark Hill, LLP

This presentation covers the most significant tax rules that planners and clients should be aware of in making sure that a corporate separation will qualify as a tax-free event. Corporate separations typically occur when:
- Shareholders no longer agree on the direction of the corporation,
- Family business succession planning issues arise,
- Shareholders want to insulate different corporate divisions from the liabilities of other divisions,
- A corporation wants to give certain key employees an equity interest in a certain corporate division or
- A corporation wants to consolidate certain assets that are expected to sell in the future for a higher price.
- Failure to understand and carefully comply with the detailed tax rules to qualify as a tax-free corporate divisive reorganization will result in the entire business being treated as if it were sold.

This program will discuss the tax concepts for U.S. residents married to foreign citizens. The program will also discuss discovering hidden assets and Trusts, Reaching Trust Assets, and Protecting Beneficiary?s interests.

David Lee Rice, Senior Partner, KFB Rice, LLP
Stephen Mihaly, Senior Attorney, KFB Rice, LLP

During times of economic uncertainty, liability and litigation will explode - several new cases point the way toward the viability of new and even legacy strategies. Asset Protection California 2020.

William K. Norman, Norman & Zak
Howard S. Fisher, Law Offices of Howard S. Fisher
Bruce Givner, KFB Rice, LLP

On August 30, 2022, the US Department of Justice issued a press release reiterating that civil and criminal employment tax enforcement is among the Tax Division?s highest priorities. The IRS and DoJ have stepped up criminal enforcement against employers who fail to meet their employment tax obligations. This program will review employment tax obligations, the Trust Fund Recover Penalty which comprises employers? personal liabilities for their failure to collect and pay over wages withheld from their employees and their employees? share of employment tax ? and criminal tax liability for employment tax failures.

Michele F.L. Weiss, Senior Counsel at Holtz, Slavett & Drabkin, is a CA state bar certified specialist in tax law and a former IRS Counsel attorney. She helps businesses, business owners and investors resolve their civil and criminal tax disputes with the IRS and state tax agencies - FTB, EDD, BoE, and CDTFA - in examinations, appeals, litigation, criminal and collection defense. She has expertise in many substantive and procedural tax issues including penalty abatement, payroll and employment tax, offshore tax compliance and sensitive disclosure matters, trust matters, qualified contributions, R&D and ERC credits, cryptocurrency, and non-profit matters. She provides tax counsel in business litigation and bankruptcy matters.

Gary M. Slavett has been a California licensed attorney since 1996 and has over 20 years of experience in the practice of tax law. Gary?s practice focuses on tax controversy matters including issues related to Foreign Bank Accounts & FBAR penalties, criminal tax defense, tax litigation, tax audit representation, and tax administrative appeals. Gary also handles matters related to the Bank Secrecy Act and Administrative and Civil Forfeitures. Gary frequently represents his clients before the United States Tax Court, U.S. District Court, Internal Revenue Service, United States Attorneys Office, California Franchise Tax Board, State Board of Equalization, and the Employment Development Department. Gary was a Senior Trial Attorney for the Internal Revenue Service, Office of Chief Counsel. As an IRS attorney, Gary represented the IRS in U.S. Tax Court and provided legal advice to IRS personnel. After leaving the IRS, Gary joined Deloitte & Touche?s Tax Controversy Group in Los Angeles. At Deloitte, Gary represented Deloitte?s clients before the IRS and state taxing authorities. Clients included Fortune 500 companies from the banking, healthcare, and toy industries, a professional sports team, a popular television personality, and regional real estate and construction firms.

Michele Weiss, Senior Counsel, Holtz, Slavett & Drabkin
Gary Slavett, Principal and Founder, Holtz, Slavett & Drabkin

This presentation is geared toward transactional and tax attorneys and accountants who want a broad overview of partnership taxation. The presentation will discuss the classification, formation, operation, reorganization and liquidation of partnerships, with a goal toward bigger-picture issue spotting. The presentation is expected to focus on takeaways of concepts, rather than of rules.

Layton Pace opened his own law practice in 2006. He currently practices in the heart of downtown Hermosa Beach. Mr. Pace provides tax and tax-related legal advice to sophisticated business and real estate clients, fiduciaries, and law and accounting firms of various sizes with complex transactions, structuring and tax controversy needs. Mr. Pace's clients range throughout California, conduct a wide variety of business activities and include non-residents of the U.S. and California.

In the planning arena, Mr. Pace's legal services include the drafting, review and revision of purchase and sale and merger and reorganization documents, partnership and limited liability company agreements, shareholder agreements and other similar documents. In the tax controversy arena, Mr. Pace provides audit support and resolves matters in various stages with the Internal Revenue Service, California Franchise Tax Board, California Department of Tax and Fee Administration, the California Office of Tax Appeals and other governmental entities. Mr. Pace does not provide estate planning, retirement planning or tax return preparation services.

After trusts were abused as income tax shelters in the early 20th Century, the government deployed a host of countermeasures. What remains of income tax planning with trusts in the current environment? We will explore the resurgence of nongrantor trusts, SLANTs, QSBS, basis management, jurisdictional planning, and charitable split interest trusts, with an eye for the income tax planning aspects of each.

In this presentation, our panel of experienced international tax lawyers analyzed the international tax provisions of the Build Back Better Act (BBBA). The panel presented practical examples of the intricacies of the BBBA. Effective dates for the provisions of BBBA range from date of enactment, tax years beginning after December 31, 2021 and tax years beginning after December 31, 2022. Tax practitioners with international clients will need to know the application of BBBA before year-end.

William K. Norman of Norman & Zak
Stephen A. Mihaly of KFB Rice, LLP
Thomas M. Giordano-Lascari of Karlin & Peebles, LLP

Credits: 1.25 Hours
Credit Type: General.
Specialty Area: Taxation Law Specialization.
Original Air Date: 12/14/2021.

CLE Program Materials: https://drive.google.com/file/d/1wazIGidt2q96SjGljCr1Sjjy1Hu8C8Ql/view

Join us as Victor Song, former Chief of IRS Criminal Investigations, and Wilfred Castro, former IRS Criminal Investigations investigator who led and supervised fraud investigations, as they discuss current IRS Criminal Priorities and Enforcement efforts.

Victor Song, COO, Integritas≥
Wilfred Castro, CFO, Integritas≥
Michele Weiss, Senior Counsel, Holtz, Slavett & Drabkin, APLC

On April 3, 2023, the United States Tax Court, in Farhy v. Commissioner held that the IRS has no authority to assess and collect penalties under IRC Section 6038(b)(1) and (2), for failing to file Form 5471. For about 15 years the IRS has made foreign reporting penalties a cornerstone of its enforcement. In the last several years, taxpayers have been assessed penalties without any review prior to assessment. The Farhy decision provides hope for taxpayers that change is coming. Learn what the Farhy case means for foreign penalties, what other penalties the decision might apply to, and how to address previous penalties that might be affected by the Farhy case. The panel features Edward Robbins, Jr., Mr. Farhy?s attorney, and Zhanna Ziering, and Jonathan Kalinski, two experts in international penalties.

Edward Robbins, Jr., Principal, Hochman Salkin Toscher Perez P.C.
Zhanna Ziering, Member, Moore Tax Law Group
Jonathan Kalinski, Principal, Hochman Salkin Toscher Perez P.C.

The long awaited final regulations on the high taxed exception from the GILTI inclusion will be discussed with practical examples. The foreign derived intangible income (FDII) final regulations will be discussed as well, with emphasis on the new taxpayer friendly “substantiation rules.” The FDII and GILTI provisions are often characterized as the carrot and stick provisions of the Tax Cuts and Jobs Act 2017.

In principle, but not always in practice, FDII provides for an effective Federal tax rate of 13.125 percent for qualified net income from certain export transactions (so called foreign derived intangible income) while GILTI provides inclusions of “tested income” of controlled foreign corporations with a “minimum tax rate” of 10.5 percent at the U.S. corporate shareholder level. The FDII benefit (deduction) is only available to domestic C corporations. Incorporation of export activities combined with an IC DISC can result in an effective Federal rate below 13.125 percent. The “minimum tax rate” under GILTI is applicable only to domestic C corporations, except for individuals making a Section 962 election.

Navigating California’s tax code can be difficult for taxpayers living in California, but it gets even more difficult for taxpayers who either left the state or just moved here. Learn about California Residency Tax Audits and understand the rules for who is and isn’t a California resident. This program will also provide practical advice for those who plan to leave the state.

Effective January 1, 2024, reporting entities established or registered before 2024 have one year to report (January 1, 2025). Reporting entities organized on or after January 1, 2024, have 30 days to file reports. ?Updates must be filed within 30 days of any reportable change.? Reports are filed with the Financial Crimes Enforcement Network. Civil and criminal penalties may be imposed for non-compliance. Our panelists will discuss the requirements for filing reflected in final regulations issued September 29, 2022.

Howard S. Fisher, Partner, Fisher & Fisher
William K. Norman, Senior Partner, Norman & Zak Attorneys at Law
Stephen Mihaly, Attorney, KFB Rice, LLP

The session will cover:

Existing federal tax laws and regulations for NFTs
Applicability of existing tax principles, rules and regulations when formal guidance is lacking or incomplete
Pending and promised legislation and guidance
How to plan opportunities and business strategies
Gauging NFT valuation, including for planning and reporting purposes

The BBA audit rules provide a radically different approach for how adjustments are made in the partnership context. Although the BBA was enacted in 2015, practitioners are still grappling with its implications and how to advise clients. This panel will address issues that are critical in transactions and audits. After completing this session, participants will be able to:

Draft provisions in partnership agreements and other transactional documentation that address BBA issues
Calculate the imputed underpayment and evaluate strategies for shifting risk
Address the partnership audit rules in transactional due diligence

Jim Bourbeau, former EDD attorney and experienced taxpayer representative, will discuss post-AB 5 worker classification developments, both generally and specific to EDD payroll tax audits and litigation, as well as drafting post-AB 5 defensible independent contractor agreements.

What steps should an owner take to prepare for a successful sale of his or her business? How can the owner maximize the selling price and the after-tax proceeds from the sale? These M & A questions will be addressed from three perspectives: an investment banker, a deal lawyer, and a tax attorney.

Kenneth A. Luer, Esq., Ervin, Cohen & Jessup LLP
Layton L. Pace, Esq., Attorney at Law
David Bonrouhi, Calabasas Capital

This session will analyze the newly enacted Prop. 19 and how it affects California property tax change in ownership law. Specifically, the session will review the parent-child exclusion, revisions to which are effective February 16, 2021, and the over-55 base year transfer.

The course covers the new rules for required minimum distributions (RMDs) from qualified retirement plans and IRAs that have been enacted in recent years. The course discusses changes that may be required to existing trusts and planning opportunities that may be available under the new rules.

Robert J. Lowe is a partner in the Los Angeles office of Mitchell Silberberg & Knupp LLP where he heads the employee benefits and executive compensation practice. His practice includes all areas of employee benefits and executive compensation including: qualified and nonqualified retirement plans; multiemployer pension and health plans; benefit plan issues in mergers and acquisitions; benefit plan investments in venture capital and real estate; equity incentive and nonqualified deferred compensation plans; group health plans including cafeteria plans and COBRA; benefit plans and executive compensation arrangements for employees of tax-exempt entities; income and estate tax planning for receipt of large distributions from retirement plans; and negotiating and drafting executive employment agreements.
Bob received his law degree from the University of California, Berkeley (Boalt Hall) and his undergraduate degree from the State University of New York at Binghamton. Bob has written many articles and speaks frequently on employee benefits issues.

Particularly in cross-border planning, tax residency is frequently the key initial concept for the advisor to consider. Tax residency (as well as U.S. citizenship) is the lynchpin of federal and California worldwide income taxation and the imposition of potentially onerous tax compliance burdens. Seeking to plan one’s affairs to avoid U.S. (as well as state) tax residency will often result in a substantially reduced U.S. tax liabilities and reduced state and federal filing and other
compliance burdens.

This timely presentation will focus on the complex rules for determining an individual’s residency status for federal income tax and transfer tax purposes and the tax impact of such determinations and will include comparisons with select state and foreign tax residency concepts.

Cynthia Brittain with Karlin & Peebles, LLP works closely with multinational clients to design cross-border tax-efficient strategies, maximizing the benefits to their families? global companies while meeting the clients? personal succession needs.

Thomas Giordano-Lascari is a partner with Karlin & Peebles, LLP. Thomas?s practice focuses primarily on advising high-net-worth individuals and closely held businesses in connection with international income tax and estate planning issues. A significant portion of Thomas?s practice involves advising global families with respect to structuring and reorganizing multinational businesses to minimize worldwide taxes. Thomas also regularly advises clients regarding pre-immigration planning, foreign investment in the United States, U.S. residency planning and management, and expatriation planning.

Jared Johnson will discuss how to help clients harmonize conflicts between their federal tax obligations and their religious practices.

Jared R. Johnson
White and Williams, LLP
Drawing on his fluency in French, Portuguese, and Spanish, Jared advises clients on matters related to cross-border transactions, helping numerous family businesses and high-net-worth individuals minimize their risks and tax liabilities through strategic business administration, estate planning and legacy planning.

Jared holds a certificate in dispute resolution from the Straus Institute for Dispute Resolution at Pepperdine University School of Law and is skilled at finding leverage in a dispute to force a settlement. However, having practiced extensively before the IRS and DOL in examinations and Tax Court litigation, he is prepared to fervently advocate for his clients in any setting. Jared is also a Certified Public Accountant enabling him to better service his clients regarding tax issues.

Jared?s clients include private Fortune 100 companies; Cayman Island and U.S. banks and their clientele; project investors in oil and gas, real estate, mining, gems and agriculture ventures; International Grammy-winning, Broadway, Hall of Fame and platinum entertainers; professional and Olympic athletes; and federal judges and politicians.

President Biden recently signed The Inflation Reduction Act into law. The Act contains numerous tax provisions. Come listen to our expert panel discuss the provisions and how they may impact you and/or your clients.

LaVonne Lawson, Lawson Tax
Philipp Behrendt, Hochman Salkin Toscher Perez P.C.
Moderated by Michele F.L. Weiss, Holtz, Slavett & Drabkin

This presentation focuses on intermediary installment sales (IISs). These are marketed transactions involving a seller who is prepared to sell an asset to a buyer for a stated price. The promoter introduces the seller to an intermediary, who offers to (i) buy the asset for a note in the same amount, and (ii) sell the asset to the buyer for that price in cash (which can then be invested into some other income-producing investment).

The way in which seller benefits from these arrangements differs depending on the transaction. In one popular variation, the “Monetized Installment Sale” (MIS), the intermediary refers the seller to a third-party lender to obtain a loan for close to the same amount of the sale, and all three parties agree to an escrow process whereby seller’s interest income on the note is paid from intermediary to seller’s escrow account, which is ultimately forwarded to another escrow account to pay seller’s loan payment to lender.

IISs are marketed as a tax deferral strategy, and the result approximates a tax-free exchange, like a 1031 exchange but available for non-real property. The panel will discuss the recent proposed regulations on MISs, current enforcement by IRS, and possible alternative approaches to IISs generally.

Ask the speaker a question. Email and be sure to include the program name in the subject line.

Concise answers from a panel of California State Bar Certified Specialists to 18 burning bankruptcy/tax questions!

Beginning January 1, 2024, The federal Corporate Transparency Act will require certain (non-exempt) companies to file a report with the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) containing personal identifying information about the company, beneficial owners, and company applicants (filers). This presentation will cover:

Background on the Corporate Transparency Act

- Which companies are required to report
- What information must be included in the report
- Who are the beneficial owners and company applicants
- When the reports (and related amendments) are due
- What are some of the issues companies and law firms may consider

This program will go over the fundamentals of tax audits in order to provide business owners, entrepreneurs, and practitioners with the tools and language they need to navigate the maze of an audit situation. The IRS audit rate will rise as a result of the new funds from the Inflation Reduction Act; thus, this program will familiarize you with what to expect and prepare you for the various types of audit situations.

Cory Stigile, Hochman Salkin Toscher Perez, PC
Philipp Behrendt, Hochman Salkin Toscher Perez, PC

The Pandora Papers is a leak of almost 12 million documents that reveals hidden wealth, tax avoidance and, in some cases, money laundering by some of the world's rich and powerful. Join the tax section for a discussion on the impact of the leak from the perspective of estate planning, tax, entertainment and criminal law.

IRS International Disclosure Requirements & Enforcement. Foreign Bank Account (FBAR) Reporting. Tools of Foreign Asset Protection Trusts for Lawyers and their Clients. Criminal and Civil Penalties ? FBAR Violations. Who Goes Offshore? Honest people? Dishonest people? People seeking highest form of financial privacy and protection from lawsuit creditors and predators? Crooks too, but we rarely see them and unlikely they will be accepted by trustees and offshore financial institutions. Why Go Offshore? Choice of law. Review of Voidable Transactions Act (Effective January 1, 2016). What is a ?voidable transaction?? California?s Uniform Voidable Transactions Act. The Panama Papers. 2021: The Pandora Papers. Civil and Ethical Implications for the Asset Protection Planner. Affidavit of Solvency. ?Tips to Live by When Counseling Clients on Asset Protection Strategies?. A Trustee?s Role in Defending the Trust. Bankruptcy. Foreign judgements not enforceable? A Trustee?s Role with Regards to Taxation.

Gregory Zbylut, In-House Counsel, Singer Burke Zimmer Kogan, LLP
Jeffrey M. Verdon, Managing Partner, Jeffrey M. Verdon Law Group, LLP
Gary Slavett, Principal, Holtz, Slavett & Drabkin, APLC
Craig S. Redler, Attorney, Jeffrey M. Verdon Law Group, LLP
Moderated by Michele F. L. Weiss, Principal, Holtz, Slavett & Drabkin, APLC

The 2017 Tax Cuts and Jobs Act provides significant tax benefits to any taxpayer that recognizes capital gain and that invests an amount equal to the gain to acquire an interest in a ?Qualified Opportunity Fund,? which in turn invests in certain low-income areas designated by each state. Our speakers will discuss the tax and estate planning opportunities presented by Qualified Opportunity Zones.

Biden & Opportunity Zones. Deferred Gain, Electing Taxpayer, Fund, Fund Interest, Inclusion Event, Sub-Fund Interest, Zone Property, Zone Working Capital. Benefits of Investing Gain in a Fund. Technical requirements for obtaining the tax benefits of investing in a Fund. Qualified Opportunity Zones in California.The principal requirements to qualify as a Fund. A corporation (even an S corporation or a REIT) or a partnership (including an LLC) for tax purposes? Requirements for Sub-Funds. Intangible property. Valuation of Property.

Chang Chae, Hoffman, Sabban & Watenmaker, APC
Schuyler M. Moore, Greenberg Glusker LLP

Part one of this four-part series focuses on critical issues surrounding the drafting of principal documents, including: NDA, LOI, due diligence, reps and warranties, indemnification, covenants, use of reps and warranties insurance, disclosure schedules, continuity of key employees, earn-out provisions, transaction structuring, rollover equity, purchase price adjustments, and coordinating with M&A team members.

Scott Ehrlich, Partner and Head of M&A, Sklar Kirsh LLP
Jennifer Cohen, M&A Associate, Sklar Kirsh LLP
Ben Harrison, M&A Associate, Sklar Kirsh LLP

Part two of this four-part series focuses on analysis and structuring of buying and selling C and S corporations, asset purchase compared to stock purchase, Section 338 and Section 336(e) elections, use of spins and F reorganizations, intragroup mergers, and S corporations as targets and acquirers.

Stephen Mihaly, KFB Rice, LLP
Megan Jones, Senior Associate, Pillsbury Winthrop Shaw Pittman LLP

The presentation will cover selected tax and non-tax consequences and issues related to various transactions involving buying, selling and restructuring limited liability companies (LLCs) and partnerships taxed as partnerships for Federal and California income tax purposes. Those transactions include (i) a contribution of assets to a partnership, (ii) a sale of assets of a partnership, (iii) the sale of partnership interests to a third party and another partner, (iv) the liquidation of a partnership with in-kind distributions, (v) the conversion of a general partnership to an LLC, (vi) the conversion of a partnership to a corporation, (vii) a merger of a partnership with another partnership, and (viii) a division of one partnership into two partnerships. The discussion is intended to focus more on big picture issues rather than detailed partnership tax rules.

Layton L. Pace, Attorney-at-Law, Pace Law
Phil Jelsma, Partner, CGS3 Law