Tax Counsel's Guide to Partnership Disguised Sales Rules: Structuring Transactions to Avoid Taxable Events
A live 90-minute premium CLE/CPE video webinar with interactive Q&A
This CLE/CPE webinar will provide tax counsel and advisers with a thorough, practical guide to the disguised sale rules for partnerships under current tax law and in light of pending tax reform. The panel will discuss the facts and circumstances tests under Treasury regulations, review potential changes to the disguised sale rules in pending tax reform, and offer useful guidance in drafting transfer documents to withstand IRS scrutiny.
Outline
- Current status of disguised sale regulations
- Impact of 2025 tax reform under the One Big Beautiful Bill Act
- Structuring considerations to avoid disguised sale reclassification
- IRS approach to property and key areas of focus
- Best practices for tax counsel to minimize adverse tax consequences
Benefits
The panel will discuss these and other key issues:
- Impact of 2025 tax bill on partnership transactions
- The IRS approach to what constitutes "property" in partnership transactions
- Transactions that are most likely to trigger disguised sale and anti-abuse rules—and result in taxable events
Faculty
Shane M. Shelley
Partner
Morrison & Foerster
Mr. Shelley is a partner in the Federal Tax Group and is based in Morrison Foerster’s San Diego office. He... | Read More
Mr. Shelley is a partner in the Federal Tax Group and is based in Morrison Foerster’s San Diego office. He has a comprehensive tax practice with a focus on U.S. federal income tax matters. Mr. Shelley advises on the tax aspects of most business transactions, including M&A, fund formations, joint ventures, spin-offs and divestitures, international structuring, capital markets offerings, and venture capital investments. In addition to his general tax practice, he offers a vast depth of knowledge in a variety of complex tax areas, including REITs and real estate, renewable energy, and financial products. Mr. Shelley counsels his REIT and real estate clients regarding tax compliance and structuring in connection with their significant offerings, M&A transactions, U.S. and non‑U.S. fund formations and joint ventures, property contributions, like-kind exchanges, and other transactions. He advises clients in the renewable energy sector with respect to tax matters through all phases of project development, including project M&A, “beginning of construction” issues, tax equity structuring matters, and the monetization of tax benefits.
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Megan J. Whitlock, CPA
Shareholder, Tax Advisory Services
Schneider Downs
Ms. Whitlock has more than 20 years of public accounting experience. Her industry focus includes energy, real... | Read More
Ms. Whitlock has more than 20 years of public accounting experience. Her industry focus includes energy, real estate, and private equity. She works closely with the firm’s tax teams on partnership issues. Prior to joining Schneider Downs, Ms. Whitlock worked in the national tax office of both Big Four and Mid-tier firms, advising clients on compliance, mergers, acquisitions, disguised sale analysis, allocations and calculations related to section 704(c) and 743(b), partnership agreement interpretation, and wrote multiple memorandums and opinions related to partnership transactions. She is a frequent speaker and author on technical tax topics.
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Cannot Attend August 26?
Early Discount (through 08/08/25)
You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. CPE credit is not available on recordings. Strafford will process CLE credit for one person on each recording. All formats include course handouts.
