MAC 8223 :
Partnership Tax

This course addresses the tax treatment of partnerships and partners, problems associated with the formation, operation and dissolution of the partnership, sale of a partnership interest, termination, and retirement and death of a partner. Substantive issues discussed include definition of a partnership; a detailed analysis of the passthrough regime; the use of profit interests as compensation; discussion of section 704(b) allocation rules including special allocations of waterfall allocations in typical private equity funds; the impact of ordinary income assets, basis adjustments, and the treatment of partnership liabilities; application of 704(c) allocation approaches; transfers of interests, exchange agreements and redemptions; application of the disguised sale rules; and an overview of the new partnership audit procedures. The course explores the fundamental partnership tax concepts through a rigorous application of authorities to problems and reinforces the conceptual underpinnings of partnership and passthrough taxation principles through the integration and application of modeling techniques to be used for problem solving.