Joint Ventures and Pass-Through Entities


This course reviews joint ventures as a tool to exit businesses and explores various partnership strategies that may provide a tax deferral. In addition to these leveraged partnership transactions, the panel discusses the application of partnership merger and division rules, as distinguished from the corporate merger and division rules.

Supplemental materials cover transactional planning and examples and partnership tax strategies.


I. An Alternative to Divestiture
        A. A Flexible Management Tool
        B. Tax Considerations
        C. Nonrecourse Debt
        D. Remedial Method of Allocation
        E. Tax Considerations on Formation
        F. Tax Considerations on Unwind
II. Partnership Mergers & Divisions
        A. Definitions and Rules
        B. Capital Contributions vs. Sale
        C. Exceptions
        D. State Law Forms
III. Transactional Redirection
        A. The 50 Percent Aggregate Interests Test
        B. Nonqualified Liabilities
        C. One-Partnership Rule
        D. Partnership Divisions

Content Provided

The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.


Speakers / Authors:

Photo of David P. Dubner

David Dubner
Goldman, Sachs & Co.

David P. Dubner is a vice president in the New Products Group within the Investment Banking Division of Goldman, Sachs & Co. He focuses on structuring complex M&A and financing transactions, including corporate restructurings, joint ventures and hybrid equity offerings.

Mr. Dubner received a J.D., summa cum laude, from Fordham University School of Law and a B.S. in accounting, summa cum laude, from American University. He is a member of the Association of the Bar of the City of New York Committee on Taxation of Business Entities.

Photo of Julie A. Divola

Julie Divola
Pillsbury Winthrop Shaw Pittman LLP

Julie A. Divola is a partner in the law firm of Pillsbury Winthrop Shaw Pittman LLP and is the leader of the firm’s San Francisco tax practice. She is experienced in federal income tax planning for business and financial transactions. Her practice focuses on corporate and partnership taxation with particular emphasis on domestic and international mergers, acquisitions, and spin-offs; integration transactions and other corporate reorganizations; partnerships and joint ventures; and private equity transactions. She has worked extensively with a variety of industries, including telecommunications, financial services, technology, media, energy, life sciences, real estate and construction.

Ms. Divola is chair of the Corporate Tax Committee of the ABA Section of Taxation, a member of the executive committee of the California State Bar Association Tax Section and a former president of the San Francisco Tax Club. She serves on the editorial board of the Practical Tax Lawyer and as co-chair of the ALI-ABA Course of Study on Corporate Taxation. She has been an adjunct professor of law at the University of San Francisco School of Law and is a fellow of the American College of Tax Counsel and the American Bar Foundation.

She is listed as a leading tax attorney in a variety of publications, including Chambers USA – America's Leading Business Lawyers; International Who's Who of Corporate Tax Lawyers, International Who's Who of Business Lawyers, Best Lawyers in America, International Tax Review; Global Counsel 3000, PLC Which Lawyer?, and Law & Politics Media, Inc.

Ms. Divola received her J.D. from the University of San Francisco School of Law in 1986, and her B.A. from the University of California, Santa Barbara in 1980. She is admitted to practice in California.

Photo of Michael L. Schler

Michael Schler
Cravath, Swaine & Moore LLP

Michael L. Schler is a tax partner in the New York City law firm of Cravath, Swaine & Moore LLP. He practices in the areas of mergers & acquisitions, corporate tax, consolidated returns, financial products, and asset-backed securitization. He joined the firm in 1974 and was elected a partner in 1982.

Mr. Schler has long been active in the New York State Bar Association Tax Section. He was chair from 1994 to 1995, and has been a member of the Executive Committee since 1985. Mr. Schler is a trustee and vice president of the American Tax Policy Institute. He is also the chair of the New York Tax Forum. He is a member of the American College of Tax Counsel. He has been a consultant to the American Law Institute Federal Income Tax Project on Integration of the Individual and Corporate Income Taxes, and to the Institute’s Project on Taxation of Private Business Enterprises. Mr. Schler is the author of numerous published articles, including recent articles on consolidated returns, spin-offs, section 1032, and the dividend exclusion.

Prior to joining Cravath, Mr. Schler was a clerk for the Honorable Max Rosenn of the U.S. Court of Appeals for the Third Circuit. He graduated magna cum laude from Harvard University with an A.B. in 1970, and earned his J.D. from Yale Law School in 1973. He also earned an LL.M. in taxation from New York University in 1979.

Photo of William P. Wassmerman

William Wasserman
Ernst & Young

William P. Wasserman is a principal in the Joint Venture & Partnership Tax Services Group of the National Tax Department of Ernst & Young in Los Angeles, Calif. He has over 35 years of tax experience and has been involved in all aspects of partnership and corporate taxation, particularly involving corporate joint ventures, real estate, and family wealth planning.

He is a frequent lecturer in the field of taxation and has lectured at programs sponsored by the Practising Law Institute, The University of Southern California, New York University, American Law Institute-American Bar Association and other organizations. He serves on advisory committees for the Practising Law Institute and BNA Tax Management.

Mr. Wasserman holds a B.A from The University of California at Berkeley, and a J.D. from the University of California, Hastings College of Law.


Standard Rate: $119.00
Subscribers: FREE
Pillsbury U Online: $119.00


Course Code : 776280
Length : 1hr 9min
Recorded Date : 4/23/2008
Format Type : Video

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