Partnership Distributions: Minimizing Tax Liability, Leveraging Debt Allocations, and Navigating Liquidating Events

Robert Barnett
Robert Barnett | Capell Barnett Matalon & Schoenfeld LLP

Robert S. Barnett, JD, Masters (Taxation), CPA., is a founding partner of Capell Barnett Matalon & Schoenfeld LLP, Attorneys at Law. His practice is highly concentrated in the areas of taxation, trusts, estates, corporate and partnership law, and charitable planning. Mr. Barnett frequently assists clients in structuring financial transactions, charitable gifts and applies creative and practical solutions to tax, estate, and business planning.

Live Video-Broadcast: June 20, 2025

2 hour CLE

Tuition: $195.00
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Program Summary

Mastering Partnership Distributions: Minimizing Tax Liability provides an in-depth exploration of the tax implications and strategic planning, involving partnership distributions. This CLE program covers the essential aspects of partnership taxation, focusing on the tax treatment of distributions, the impact of partner basis, and the differences between distributions and allocations. Attendees will learn how to recognize and structure distributions to minimize tax liabilities, including using advanced techniques such as debt allocations and disguised sale rules. The course also delves into more complex issues, such as the tax treatment of liquidating distributions, offering practical insights through real-world case studies. Designed for tax professionals, this session equips participants with the knowledge and tools to navigate the complexities of partnership distributions, ensuring they can maximize tax efficiency while avoiding common pitfalls.

Key topics to be discussed:

  • Understanding the basics of partnership taxation
  • Partnership taxation
  • Partnership distributions vs. allocations
  • Tax Implications of partnership distributions
  • Minimizing tax liability through strategic distribution planning
  • Impact of partner basis on distribution
  • Tax planning strategies
  • Impact of debt allocations on partnership distributions
  • Advanced Issues and case studies
  • Tax Treatment of liquidating distributions
  • Case study: Structuring tax efficient partnership distributions

Date / Time: June 20, 2025

  • 1:00 pm – 3:10 pm Eastern
  • 12:00 pm – 2:10 pm Central
  • 11:00 am – 1:10 pm Mountain
  • 10:00 am – 12:10 pm Pacific

Closed-captioning available

Speakers

Robert S. Barnett_ Capell Barnett Matalon & Schoenfeld LLP._myLawCLERobert Barnett | Capell Barnett Matalon & Schoenfeld LLP

Robert S. Barnett, JD, Masters (Taxation), CPA., is a founding partner of Capell Barnett Matalon & Schoenfeld LLP, Attorneys at Law. His practice is highly concentrated in the areas of taxation, trusts, estates, corporate and partnership law, and charitable planning. Mr. Barnett frequently assists clients in structuring financial transactions, charitable gifts and applies creative and practical solutions to tax, estate, and business planning.

Mr. Barnett serves on many professional committees and is a frequent lecturer and writer on numerous aspects of tax and business law. His articles and lectures encompass a wide variety of topics, including business and personal taxation, business succession, estate planning, real estate professional status, charitable planning, inter-generational planning, utilization of the marital deduction, and partnership elections.

Mr. Barnett received his juris doctor in 1986 from Fordham University, where he graduated cum laude and was a member of the Fordham Law Review. He graduated magna cum laude from Hofstra University, where he received his Bachelor’s degree in accounting and is presently an adjunct professor in their graduate tax program. Mr. Barnett holds a Master’s degree in taxation as the recipient of the highest dean’s award. Mr. Barnett is admitted to practice law in New York, Virginia and Washington, D.C.

Agenda

I. Understanding the basics of partnership taxation | 1:00pm – 1:10pm

II. Partnership Taxation | 1:10pm – 1:20pm

  • Structure of partnerships under the IRS rules
  • Taxation framework for partnerships (Pass-through taxation)
  • Key concepts: partners, partnership interests, and capital accounts

III. Partnership distributions vs. allocations | 1:20pm – 1:30pm

  • Definition of partnership distributions
  • Differences between distributions and allocations of income
  • Common partnership distribution scenarios

IV. Tax Implications of partnership distributions | 1:30pm – 1:40pm

  • Tax treatment of cash vs. property distributions
  • Basis in partnership interest: Calculation and adjustments
  • When distributions result in taxable events (e.g., gain recognition)
  • Distributions vs. guaranteed payments

V. Minimizing tax liability through strategic distribution planning | 1:40pm – 1:50pm

VI. Impact of partner basis on distribution | 1:50pm – 2:00pm

  • Partner’s outside and inside basis and how it affects taxable income

Break | 2:00pm – 2:10pm

VII. Tax planning strategies | 2:10pm – 2:20pm

  • Recognizing “disguised sales”
  • Structuring distributions to avoid recognition of gain
  • Mixing bowl transactions

VIII. Impact of debt allocations on partnership distributions | 2:20pm – 2:30pm

  • Allocation of partnership liabilities
  • How debt affects basis and distributions

IX. Advanced Issues and case studies | 2:30pm – 2:45pm

  • New final regulations and disclosure requirements

X. Tax treatment of liquidating distributions | 2:45pm – 3:00pm

  • Liquidating distributions and their tax treatment
  • Determining the sale of partnership interest vs. liquidation
  • Key planning considerations to minimize taxes in liquidation
  • Planning for professional partnerships

XI. Case study: Structuring tax efficient partnership distributions | 3:00pm – 3:10pm

  • Real-world examples of structuring distributions to minimize tax liability
  • Common traps and pitfalls to avoid in structuring distributions

Credits

Alaska

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Alabama

Approved for CLE Credits
2 General

Arkansas

Approved for CLE Credits
2 General

Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Pending CLE Approval
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 CLE Hour(s)

Delaware

Pending CLE Approval
2 General

Florida

Approved via Attorney Submission
2.5 General Hours

Receive CLE credit in Florida via attorney submission.
Georgia

Pending CLE Approval
2 General

Hawaii

Approved for CLE Credits
2.4 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Approved for CLE Credits
2 General

Indiana

Pending CLE Approval
2 General

Kansas

Pending CLE Approval
2 Substantive

Kentucky

Pending CLE Approval
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 CLE Hour(s)

Maryland

No MCLE Required
2 CLE Hour(s)

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 CLE Hour(s)

Minnesota

Pending CLE Approval
2 General

Missouri

Approved for CLE Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Pending CLE Approval
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
2 General

myLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
120 General minutes

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for CLE Credits
2 General

Nevada

Approved for CLE Credits
2 General

New York

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Pending CLE Approval
2 General

Oklahoma

Pending CLE Approval
2.5 General

Oregon

Pending CLE Approval
2 General

Pennsylvania

Approved for CLE Credits
2 General

Rhode Island

Pending CLE Approval
2.5 General

South Carolina

Pending CLE Approval
2 General

South Dakota

No MCLE Required
2 CLE Hour(s)

Tennessee

Approved for CLE Credits
2 General

Texas

Approved for CLE Credits
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved via Attorney Submission
2 Law & Legal Hours

Receive CLE credit in Washington via attorney submission.
Wisconsin

Pending CLE Approval
2.4 General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Pending CLE Approval
2 General

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