Bankruptcy and Insolvency Tax Issues

Synopsis

With the current state of the economy, an increased understanding of tax issues that deal with bankruptcy and insolvency is in the forefront of many attorneys’ practices today. The presenters of this course take an in-depth look at Sections 382 and 108 of the Internal Revenue Code, cancellation of debt, significant modifications, and how to handle net operating losses using real-life examples to illustrate numerous workout situations.



Outline

I. Introduction
        A. Overview
II. Bankruptcy
        A. Focus on the Facts
        B. Significant Modifications
        C. Cancellation of Debt
                1. Two Rules
                2. Recourse vs. Non-Recourse Debt
                3. Other Types of COD
        D. Exceptions to Insolvency
        E. Taxpayer Relief
        F. Partnerships
III. Net Operating Losses
        A. Rules Overview
        B. Ownership Changes
                1. Section 382
                2. Section 382(l)(5) and Section 382(l)(6)
                3. Section 382 Example
        C. Valuation of a Company
        D. Buil-in Gains and Losses
        E. Questions Answered
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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 John P. Barrie

John Barrie
Bryan Cave LLP

John P. Barrie is a partner at Bryan Cave LLP, where his practice focuses solely in the areas of federal and state tax controversy and transactional matters. His transactional practice includes representing public and private businesses in taxable and tax-free mergers, acquisitions, reorganizations, spin-offs, divestitures and restructurings, as well as representing clients before the IRS National Office in connection with ruling requests and technical advice.

Mr. Barrie is admitted to practice in the District of Columbia, California, Missouri and New York, and before the U.S. Court of Appeals for the Seventh Circuit, U.S. Tax Court, U.S. Court of Federal Claims, and the U.S. District Courts for the District of Columbia and the Southern District of New York.

Mr. Barrie earned his B.A. from the University of California, Los Angeles in 1969. He earned his J.D. from the University of California, Hastings in 1972 and a LL.M. from New York University in 1973.

Photo of Michael Hirschfeld

Michael Hirschfeld
Dechert LLP

Michael Hirschfeld is a partner in the New York office of Dechert LLP. He gives taxation advice in connection with corporate, international, partnership, real estate, workouts, and leasing matters. He is recognized as a leading tax lawyer both nationally and internationally in publications including The Best Lawyers in America, Who’s Who in America, The International Who’s Who of Business Lawyers, and The International Who’s Who of Corporate Tax Lawyers.

Mr. Hirschfeld is chair of the Federal Taxation of Real Estate Committee of the American Bar Association’s Real Property Section as well as the co-chair of the Katrina Task Force of the Association’s Tax Section. He has previously served as the Tax Section’s vice chair for committee operations, council director for its international committees, chair of its government submissions and real estate committees and chair of its 9/11 task force.

Mr. Hirschfeld is also a member of the American College of Tax Counsel, the Committee on Business Entities of the Association of the Bar of the City of New York, and The Tax Review. Mr. Hirschfeld is on the board of editors for Business Entities, The Journal of Taxation and Investments, Mergers and Acquisitions (The Monthly Tax Journal), and The Journal of International Taxation.

Mr. Hirschfeld earned his B.E.E. in 1972 from City College of New York, summa cum laude. In 1975, he earned his J.D. from the University of Pennsylvania Law School, and in 1980, his LL.M. in taxation from New York University School of Law.

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.

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Details

Course Code : 776365
Release Date : 1/1/2011 12:00:00 AM
Length : 57min
Recorded Date : 4/22/2010
Format Type : Video

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