Partnership Tax (A. DeL*o)

Entities that are treated as "partnerships" for income tax purposes - general partnerships, limited partnerships, limited liability companies - are everywhere in today's business world: from real estate ventures to private equity and hedge funds to venture capital start-ups. This course will cover the Federal income tax treatment of partners (including members in LLC's) and partnerships (including the taxation of limited liability companies and other entities treated as partnerships for income tax purposes). Topics to be covered include: (i) what is a partnership? (ii) the entity theory versus the aggregate theory of partnership taxation; (iii) the capitalization of the partnership, including contributions of appreciated or depreciated property; (iv) the grant of a partnership interest for past and/or future services; (v) the treatment of "promotes" and "carried interests"; (vi) the taxation of ongoing partnership operations; (vii) partnership distributions; (viii) partnership allocations and "substantial economic effect"; (ix) inside and outside basis determinations, and the treatment of liabilities under section 752; (x) partnership liquidations; (xi) transfers of partnership interests; (xii) "hot" assets; (xiii) partnership terminations; (xiv) section 754 and other special basis elections. This course may be taken during the same semester as Corporate Tax.