Partnership Distributions: Avoiding Tax Traps of Mixing Bowl Transactions, Disguised Sales, and 751(b)

Gaining Insight Into the Complex Tax Concepts Through Real World Examples

Recording of a 110-minute CPE webinar with Q&A

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Conducted on Wednesday, September 18, 2013

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Course Materials

This teleconference will provide tax professionals with an in-depth review of the rules for disguised sales, mixing-bowl transactions and partnership distribution transactions under Sect. 751(b). The panel will also address how to avoid negative tax consequences.


Sect. 751(b) transactions are deceptively complicated, so practitioners must gain a firm grasp of the area of tax transfers of partnership interests. The examples in the regulations are oversimplified compared with real-life situations.

Identifying a disguised sale is not as simple as applying a formula and "filling in the blanks." The complex fact sets surrounding the circumstances demands practitioners who deal with partnerships have a strong working knowledge of whether a situation is a disguised sale.

Issue identification is important. There may be a disposition, a disguised sale or a “mixing bowl” type of transaction, any of which can trigger gain recognition.

Listen as our panelists dive into the rules related to disguised sales, mixing-bowl transactions, and contribution and distribution transactions between a partner and the partnership; analyses used by the IRS and courts to deem business deals as disguised sales; and abusive situations that trigger taxable events.



  1. Analysis of applicable IRC sections
  2. Transactions likely to be problematic or permissible for tax purposes
    1. Disguised sales
    2. Mixing-bowl transactions
  3. Best practices


The panel will review will review topics including:

  • Best practices for handling pitfalls in Sect. 751(b).
  • Transactions most likely to trigger disguised sale and anti-abuse rules — and result in taxable events.
  • When transactions are deemed mixing-bowl transactions.
  • Requirements for Sect. 751(b) to apply.
  • Common business considerations in mixing-bowl transactions.

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


David B. Blair
David B. Blair

Crowell & Moring

Mr. Blair practice is in the area of federal tax litigation and controversy. He has more than 20 years of tax...  |  Read More

Thomas I. Hausman
Thomas I. Hausman

Schneider Smeltz Ranney & LaFond

Mr. Hausman specializes in tax, partnership and corporate practice, and estate planning. He counsels clients on,...  |  Read More

Bruce Belman
Bruce Belman

Mr. Belman has over 35 years of experience as a tax planning specialist focusing on partnership and LLC taxation,...  |  Read More

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