Closely-Held Business Planning

This year’s Institute includes a new series of programs on Closely-Held Business Planning. This series offers an in-depth look at planning for the closely-held business, including choice of entity and other formation issues, the use of buy-sell agreements, planning for real estate investors, ethical issues, exiting the business, and unwinding FLPs.

Monday, January 22, 2018 (9:00 – 12:15 p.m.)
Starting Off On the Right Foot While Avoiding Foot Faults – Issues at the Formation of the Closely-Held Business
Stephanie Loomis-Price, Samuel A. Donaldson, Ivan Taback

Clients launching new business ventures need a lot of guidance, whether they know it or not. This program will cover most of the important tax and legal issues related to the formation and ongoing maintenance of a new business entity, including understanding the federal tax implications of the various types of business entities, negotiating the documents related to management, coordinating the business capital structure with the estate plan, and optimizing entity maintenance to minimize IRS attacks.

Tuesday, January 23, 2018 (9:50 – 10:40 a.m.)
Business Succession: Abdicate? Affiliate? Alienate? Bifurcate? Syndicate? Liquidate? Vacillate? Don’t Wait. Cogitate and Participate.
Thomas W. Abendroth

Business succession planning is the process of planning to exit the business, either through sale or through transfer to succeeding generations. This session will examine selected tax and non-tax issues associated with exiting the business, and how planning must work with either form of exit.

Tuesday, January 23, 2018 (2:50 – 3:40 p.m.)
Buy-Sell Agreements: A Critical Part of Any Business Formation
Louis A. Mezzullo

This session will discuss the objectives and key tax and non-tax issues when drafting a buy-sell agreement for a closely-held business.

Wednesday, January 24, 2018 – Special Session I-B (2:00 – 3:30 p.m.)
Special Issues in Drafting (and Administering) Buy-Sell Agreements
Louis A. Mezzullo, Nancy G. Henderson

The panelists will share best practices in drafting buy-sell agreements in contemplation of divorce, creditors, ownership by charitable and non- charitable trusts and other entities, transfer tax audits, and disputes among business owners.

Wednesday, January 24, 2018 – Special Session II-B (3:50 – 5:20 p.m.)
Family LPs and LLCs: The Unwind
Thomas W. Abendroth, Robert R. Pluth, Jr.

This session will examine the income tax issues that may be overlooked in unwinding a family LP or LLC, particularly if the advisor’s expertise is more concentrated on estate planning than income taxation.

Thursday, January 25, 2018 (11:45 a.m. – 12:35 p.m.)
Dishing the Dirt on Planning for Real Estate Investors
Farhad Aghdami

This program will focus on the income tax and wealth transfer tax planning opportunities (and pitfalls) associated with planning for real estate investors including a discussion of non-tax considerations and obstacles, such as obtaining third-party consents. The program will also explore valuation discount planning, freeze, and leveraging strategies for specific types of assets and ownership structures typically found in real estate deals.

Thursday, January 25, 2018 – Special Session III-E (2:00 – 3:30 p.m.)
Ethical Issues in Advising Clients on Planning for, Creating, Operating, Transferring Control and Ownership of, and the Dissolution of Closely-Held Businesses
Charles D. “Skip” Fox, IV, J. Lee E. Osborne, Mary F. Radford

Through the use of case studies this session will examine many of the ethical issues involved in all aspects of the life cycle of a closely-held business, from inception to end. Some of the areas to be examined are competence, timeliness of work, keeping the clients informed, and, of course, the conflicts that can arise in representing more than one party involved in the business.

Thursday, January 25, 2018 – Special Session IV-C (3:50 – 5:20 p.m.)
Getting Your Hands Dirty with Real Estate Investors
Farhad Aghdami, Sarah Moore Johnson

This program will focus on practical tax and non-tax considerations when representing real estate investors, such as choosing the right trustees after the Aragona case, dealing with negative capital accounts, managing capital gains and avoiding “dealer” status, valuation and transfers of promote interests, and much, much more!

Thursday, January 25, 2018 – Special Session IV-F (3:50 – 5:20 p.m.)
Why Your Partnership and LLC Agreements Need a Tune-Up: The New Partnership Audit Rules
Richard B. Robinson

Every partnership (including large, small, and family partnerships) must amend its agreement beginning with its 2018 tax year. Partnerships with trusts, grantor trusts, limited liability companies, other partnership or disregarded entities as partners, cannot elect out of these new rules, and every partnership must appoint a Partnership Representative for each tax year. The new rules create complexity and decisions that must be discussed with every partnership you represent. This program will provide an overview of the new rules as well as practical advice on how partnership agreements should be amended to address the issues.