Tax Implications of Transactions Between Partners: IRC 704(c)(1)(B), 707, 737, and 751(b)

Navigating the Complex Disguised Sales Rules

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

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Conducted on Thursday, December 12, 2013

Recorded event now available

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Course Materials

This CLE course will provide tax counsel with clarification of gain/loss recognition rules of IRC Sect. 704(c)(1)(B) and Sect. 737 for partnerships. Our panel will discuss the general rules of applicability and exceptions, review characterization rules, and offer best practices for dealing with other compliance challenges.


IRC Sections 704(c)(1)(B) and 737 work in tandem. The goals of the Sections are to prevent contributing partners from shifting built-in gain to another partner and from avoiding built-in gain by receiving an in-kind distribution in partial or complete liquidation of his or her interest.

Guiding clients impacted by these IRC Sections includes a number of traps for the unprepared. Counsel must have solid grounding in the rules, exceptions and complexities. Clients often fail to understand that they must report gain or loss of property distributed to a fellow partner as either capital or ordinary income.

Tax counsel must be fully aware of the complex tax issues involved in partnership mergers and revaluation. Our panel will equip you to handle all of these challenges, provide clarity on anti-abuse regulations and applying the rules consistent with the purpose of the sections.

Listen as our authoritative panel explains the IRC gain/loss recognition rules and exceptions for partnerships. They will discuss specific areas of particular complexity including revaluation rules, anti-abuse, and its applicability to partnership mergers and deemed liquidations.



  1. Recognition of gain/loss rules
    1. Section 704(c)(1)(B)
    2. Section 737
    3. Effect of post-contribution gain
  2. Characterization rules
    1. Ordinary vs. capital
  3. Exceptions
    1. Partnership mergers
    2. Other exceptions
  4. Other complexities
    1. Revaluations


The panel will review these and other key questions:

  • What are the key reporting rules of IRC Sections 704(c)(1)(B) and 737?
  • What exceptions apply to the reporting rules?
  • How is the gain/loss characterized in partner transactions involving contributed property?
  • What are critical challenges and subtleties involved in tax planning and reporting partner transactions under IRC Sections 704(c)(1)(B) and 737?

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


Wagner, Belan
Belan K. Wagner

Managing Partner
Wagner Kirkman Blaine Klomparens & Youmans

Mr. Wagner has over 35 years of in-depth experience in business, taxation, tax planning and controversy resolution,...  |  Read More

Yoram Keinan
Yoram Keinan

Greenberg Traurig

Mr. Keinan has more than 15 years of experience in U.S. and Israel federal tax law and specializes in U.S. and...  |  Read More

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