This program is available only with the All-Access Pass — subscribe to unlock it plus 1,000+ live CLE programs every year.
This program + 1,000+ CLE programs, all year
Program Details
2025-07-21 08:25:00
Over 1,000+ webinars
Course Overview
2025-07-21 08:25:00
19.5h CLE Credits
Intermediate
19.5
This foundational session covers essential choice of entity considerations, comparing partnerships to corporations across formation, operations, and exit strategies. Participants will explore entity classification rules, the check-the-box regulations, formation nonrecognition under Section 721, and establishing beginning capital accounts, basis, taxable year, and accounting methods.
Charles R. Bogle
Justin S. Cohen
Sean Austin
Charles Kaufman
Alan Kravitz
Andrew Lau
Olivia Schomburger
Hannah Richard
Lance Parker
Ira AghaiThis session examines how partnership operations affect tax and book capital accounts and partner basis throughout the partnership’s life. Participants will master Section 704(b) allocation rules, the substantial economic effect safe harbor requirements, target allocations, and the critical distinction between economic and tax allocations under Section 704(c).
Charles R. Bogle
Justin S. Cohen
Sean Austin
Charles Kaufman
Alan Kravitz
Andrew Lau
Olivia Schomburger
Hannah Richard
Lance Parker
Ira AghaiThis session addresses the complex rules governing allocations of nonrecourse debt among partners and the special regulations for nonrecourse deductions. Participants will learn how minimum gain chargeback provisions work and understand the policy rationale for treating nonrecourse liabilities differently from recourse obligations.
Charles R. Bogle
Justin S. Cohen
Sean Austin
Charles Kaufman
Alan Kravitz
Andrew Lau
Olivia Schomburger
Hannah Richard
Lance Parker
Ira AghaiThis session covers the tax consequences of both current and liquidating distributions from partnerships to partners. Participants will analyze disproportionate distribution rules, the treatment of hot assets, and how distributions affect both inside and outside basis calculations.
Charles R. Bogle
Justin S. Cohen
Sean Austin
Charles Kaufman
Alan Kravitz
Andrew Lau
Olivia Schomburger
Hannah Richard
Lance Parker
Ira AghaiThis session explores the complex rules governing transactions between partners and their partnerships, with emphasis on disguised sale provisions. Participants will learn to identify when contributions and distributions may be recharacterized as taxable sales and understand the two-year presumption rules.
Charles R. Bogle
Justin S. Cohen
Sean Austin
Charles Kaufman
Alan Kravitz
Andrew Lau
Olivia Schomburger
Hannah Richard
Lance Parker
Ira AghaiThis session examines the tax consequences when partnership interests change hands through sales and purchases. Participants will analyze gain characterization rules, hot asset provisions under Section 751, and the Section 754 election for basis adjustments.
Charles R. Bogle
Justin S. Cohen
Sean Austin
Charles Kaufman
Alan Kravitz
Andrew Lau
Olivia Schomburger
Hannah Richard
Lance Parker
Ira AghaiThis session addresses the unique tax consequences when partners retire or die, including the treatment of payments under Section 736. Participants will explore timing and character issues, the distinction between Section 736(a) and 736(b) payments, and planning opportunities for retiring partners and their successors.
Charles R. Bogle
Justin S. Cohen
Sean Austin
Charles Kaufman
Alan Kravitz
Andrew Lau
Olivia Schomburger
Hannah Richard
Lance Parker
Ira AghaiThis session provides an overview of recent developments in partnership tax law and emerging trends in partnership structures. Participants will learn about current IRS guidance, recent court decisions, and evolving uses of partnerships in modern transactions.
Charles R. Bogle
Justin S. Cohen
Sean Austin
Charles Kaufman
Alan Kravitz
Andrew Lau
Olivia Schomburger
Hannah Richard
Lance Parker
Ira AghaiThis session addresses tax issues arising when partnerships face financial distress, including workouts, foreclosures, and deeds in lieu. Participants will analyze the consequences of debt cancellation, abandonment of partnership interests, and strategies for managing tax liability in troubled situations.
Charles R. Bogle
Justin S. Cohen
Sean Austin
Charles Kaufman
Alan Kravitz
Andrew Lau
Olivia Schomburger
Hannah Richard
Lance Parker
Ira AghaiThis capstone session walks through a partnership tax return and sample partnership agreement, emphasizing tax-sensitive provisions. Participants will apply their knowledge to real-world documents covering capital account maintenance, book-ups, Section 704(c) method choices, and liquidation provisions.
Charles R. Bogle
Justin S. Cohen
Sean Austin
Charles Kaufman
Alan Kravitz
Andrew Lau
Olivia Schomburger
Hannah Richard
Lance Parker
Ira Aghai
Morgan, Lewis & Bockius

Hughes Hubbard & Reed

KPMG

KPMG

Hughes Hubbard & Reed

MN8 Energy

Clifford Chance

Clifford Chance

BDO USA

Clifford Chance

Morgan, Lewis & Bockius
Charles (Chuck) Bogle is a partner in Morgan Lewis’s New York office, where his practice covers a wide range of federal income tax matters with a principal focus on the tax aspects of structured finance transactions. He represents sponsors, managers, and underwriters in collateralized bond, loan, and debt obligation transactions, as well as issuers and underwriters in asset-backed and insurancerelated transactions, including credit card, auto loan, marketplace loan, payment plan, and mortgage securitizations. He also brings substantial knowledge of the tax aspects of taxable and tax-free mergers, acquisitions, and dispositions, particularly in the investment management space. His practice areas include Tax, Structured Transactions, and Corporate, Finance & Investment Management, with industry experience in banking.

Hughes Hubbard & Reed
Justin S. Cohen is a counsel in the New York office of Hughes Hubbard & Reed LLP. He focuses on the tax aspects of domestic and international mergers, acquisitions, and spin-offs, aviation and equipment finance and leasing transactions, corporate finance, securities offerings, and bankruptcy and financial restructurings. He also assists clients with the tax aspects of cross-border investment structuring and private equity and hedge fund formation, and regularly counsels private foundations, country clubs, charitable trusts, and other not-for-profit entities on a variety of compliance issues. His practice areas include Tax, Mergers & Acquisitions, Asset Management, Aviation, Energy & Infrastructure, Venture Capital, Art Law, and the firm’s Not-for-Profit practice.

KPMG
Sean Austin is a Managing Director in the Tax practice at KPMG, where he advises clients on complex partnership taxation, pass-through entities, and transactional tax matters. Based in New York, he works with investment funds, private equity sponsors, and other business enterprises on the federal income tax consequences of partnership formations, operations, restructurings, distributions, and acquisitions. His practice focuses on providing sophisticated tax advice for complex business transactions involving partnerships and other pass-through entities.

KPMG
Charles Kaufman is a Principal in the Passthroughs group of KPMG’s Washington National Tax practice, based in New York. He focuses on transactions involving the taxation of partnerships, real estate investment trusts, and other passthrough entities. He advises private equity funds, tax-exempt entities, and financial institutions on complex investment activities, structured financing, derivatives transactions, and the tax implications of a wide range of private investment vehicles and transactional matters.

Hughes Hubbard & Reed
Alan Kravitz is a partner in the New York office of Hughes Hubbard & Reed LLP, where he focuses his practice on the tax aspects of domestic and international mergers and acquisitions, joint ventures, and structured finance. He has deep experience in aviation finance and equipment finance transactions, in which he has provided tax advice to underwriters, issuers, lenders, and other involved parties. He assists companies and funds with tax matters relating to the acquisition and disposition of subsidiaries and portfolio companies, both domestic and multinational, with a particular focus on the media and technology, telecommunications, and transport and logistics sectors, and advises sponsors on tax considerations relating to the formation and structure of private equity funds.

MN8 Energy

Clifford Chance
Olivia Schomburger is an Associate in Clifford Chance’s U.S. Tax, Pensions and Employment group in New York. She advises clients on U.S. and international tax matters, with a focus on complex investor-side and sponsor-side structuring and negotiations. Her practice includes advising on the U.S. tax implications of investments by non-U.S. investors, including those subject to special U.S. tax treatment, as well as outbound investments by U.S. taxable and tax-exempt investors.

Clifford Chance
Hannah Richard is Counsel at Clifford Chance, based in New York, where her practice focuses on U.S. federal tax matters involving complex domestic and cross-border transactions. She advises sponsors and investors on fund formation and fund-related matters, including secondary transactions, GP stakes investments, joint ventures, and co-investments. Her practice also includes REIT formation and operations, as well as the tax aspects of mergers and acquisitions and capital markets transactions.

BDO USA

Clifford Chance
Ira Aghai is an Associate in Clifford Chance’s Tax team, based in Washington, D.C. He advises clients across a variety of industries on tax and structuring matters related to mergers and acquisitions, restructurings, joint ventures, financings, and private equity and investment fund transactions. Drawing on both private practice and consulting experience, he has developed a strong focus on partnership taxation and complex transactional tax planning.

Morgan, Lewis & Bockius
Charles (Chuck) Bogle is a partner in Morgan Lewis’s New York office, where his practice covers a wide range of federal income tax matters with a principal focus on the tax aspects of structured finance transactions. He represents sponsors, managers, and underwriters in collateralized bond, loan, and debt obligation transactions, as well as issuers and underwriters in asset-backed and insurancerelated transactions, including credit card, auto loan, marketplace loan, payment plan, and mortgage securitizations. He also brings substantial knowledge of the tax aspects of taxable and tax-free mergers, acquisitions, and dispositions, particularly in the investment management space. His practice areas include Tax, Structured Transactions, and Corporate, Finance & Investment Management, with industry experience in banking.

Hughes Hubbard & Reed
Justin S. Cohen is a counsel in the New York office of Hughes Hubbard & Reed LLP. He focuses on the tax aspects of domestic and international mergers, acquisitions, and spin-offs, aviation and equipment finance and leasing transactions, corporate finance, securities offerings, and bankruptcy and financial restructurings. He also assists clients with the tax aspects of cross-border investment structuring and private equity and hedge fund formation, and regularly counsels private foundations, country clubs, charitable trusts, and other not-for-profit entities on a variety of compliance issues. His practice areas include Tax, Mergers & Acquisitions, Asset Management, Aviation, Energy & Infrastructure, Venture Capital, Art Law, and the firm’s Not-for-Profit practice.

KPMG
Sean Austin is a Managing Director in the Tax practice at KPMG, where he advises clients on complex partnership taxation, pass-through entities, and transactional tax matters. Based in New York, he works with investment funds, private equity sponsors, and other business enterprises on the federal income tax consequences of partnership formations, operations, restructurings, distributions, and acquisitions. His practice focuses on providing sophisticated tax advice for complex business transactions involving partnerships and other pass-through entities.

KPMG
Charles Kaufman is a Principal in the Passthroughs group of KPMG’s Washington National Tax practice, based in New York. He focuses on transactions involving the taxation of partnerships, real estate investment trusts, and other passthrough entities. He advises private equity funds, tax-exempt entities, and financial institutions on complex investment activities, structured financing, derivatives transactions, and the tax implications of a wide range of private investment vehicles and transactional matters.

Hughes Hubbard & Reed
Alan Kravitz is a partner in the New York office of Hughes Hubbard & Reed LLP, where he focuses his practice on the tax aspects of domestic and international mergers and acquisitions, joint ventures, and structured finance. He has deep experience in aviation finance and equipment finance transactions, in which he has provided tax advice to underwriters, issuers, lenders, and other involved parties. He assists companies and funds with tax matters relating to the acquisition and disposition of subsidiaries and portfolio companies, both domestic and multinational, with a particular focus on the media and technology, telecommunications, and transport and logistics sectors, and advises sponsors on tax considerations relating to the formation and structure of private equity funds.

MN8 Energy

Clifford Chance
Olivia Schomburger is an Associate in Clifford Chance’s U.S. Tax, Pensions and Employment group in New York. She advises clients on U.S. and international tax matters, with a focus on complex investor-side and sponsor-side structuring and negotiations. Her practice includes advising on the U.S. tax implications of investments by non-U.S. investors, including those subject to special U.S. tax treatment, as well as outbound investments by U.S. taxable and tax-exempt investors.

Clifford Chance
Hannah Richard is Counsel at Clifford Chance, based in New York, where her practice focuses on U.S. federal tax matters involving complex domestic and cross-border transactions. She advises sponsors and investors on fund formation and fund-related matters, including secondary transactions, GP stakes investments, joint ventures, and co-investments. Her practice also includes REIT formation and operations, as well as the tax aspects of mergers and acquisitions and capital markets transactions.

BDO USA

Clifford Chance
Ira Aghai is an Associate in Clifford Chance’s Tax team, based in Washington, D.C. He advises clients across a variety of industries on tax and structuring matters related to mergers and acquisitions, restructurings, joint ventures, financings, and private equity and investment fund transactions. Drawing on both private practice and consulting experience, he has developed a strong focus on partnership taxation and complex transactional tax planning.
Requirements
The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.
Formats