The 23rd annual Federal Tax Institute

Chicago-Kent College of Law
Illinois Institute of Technology
565 West Adams
Chicago, IL 60661-3691

ONLINE REGISTRATION AVAILABLE!

Click here to register online or print registration information.

Current Case Law & Ruling Developments in federal income, estate and gift, and employee benefits tax areas

The War on Shelters

What’s New in Mergers & Acquisitions: Two-Step transactions, disregarded entities and the re-ascendance of the A reorganization

New Developments Affecting Corporate Transactions

Dual Consolidated Losses: A guide for the duly perplexed and other consolidated return developments

Partnerships and LLCs: What’s hot in 2004

Executive Compensation: The shifting paradigm

Proposed Transfer Pricing Regulations

The Empire Strikes Back: State taxation of related party transactions

Mark W. Everson was confirmed by the U. S. Senate on May 1, 2003, to be Commissioner of Internal Revenue. He was appointed by President Bush to a five-year term.

From August 1, 2002, until his confirmation, Mr. Everson served as deputy director for management for the Office of Management and Budget. In this capacity, he provided government-wide leadership to executive branch agencies to strengthen federal management and improve program performance. Mr. Everson chaired the President's Management Council, which is charged with improving overall executive branch management, including implementation of the President's Management Agenda. Before becoming deputy director for management, Mr. Everson served as controller of the office of Federal Financial Management, also a part of OMB.

Prior to joining the Bush administration, Mr. Everson was group vice president for finance for SC International Services, Inc., at the time a $2 billion privately owned, Dallas-based, food services company. From 1988 until 1998, Mr. Everson was an executive with the Pechiney Group, one of France's largest industrial groups.

Mr. Everson also served in the Reagan administration from 1982 until 1988 holding several positions at the U.S. Information Agency and the Department of Justice, where he was deputy commissioner of the Immigration and Naturalization Service.

A native of New York, Mr. Everson received his bachelor of arts in history from Yale University and has a masters of science in accounting from the New York University Business School.


The Program

Thursday, April 29, 2004

8:00 a.m. Registration

8:45-9:00
WELCOME
Harold J. Krent
Dean and Professor of Law, Chicago-Kent College of Law

Gerald Brown
Director, Graduate Program in Taxation and Clinical Professor of Law, Chicago-Kent College of Law

MORNING MODERATOR:

Michael A. Clark
Sidley Austin Brown & Wood LLP

9:00-10:00 Current Case Law & Ruling Developments
This session will survey:
» recent developments in case law and rulings in the Federal income, estate and gift, and employee benefits tax areas

Lydia R.B. Kelley
McDermott, Will & Emery

10:00-10:15
BREAK

10:15-12:00 The War on Shelters
This session will cover:
» Disclosure issues, list maintenance and record retention
» Settlement initiatives and litigation
» Privilege
» Practitioner issues
» Questions & answers

Jeffrey B. Frishman
Winston & Strawn LLP

Cynthia J. Mattson
Division Counsel, Large & Mid- Size Business, Internal Revenue Service

Robert E. McKenzie
Arnstein & Lehr LLP

Joel V. Williamson
Mayer, Brown, Rowe & Maw LLP

12:00
LUNCHEON

12:45-1:30
Keynote Speaker
Honorable Mark W. Everson
Commissioner, Internal Revenue Service

AFTERNOON MODERATOR:
George B. Javaras
Kirkland & Ellis LLP

COMMENTATOR
Martin D. Ginsburg
Professor of Law, Georgetown University Law Center

1:45-2:45
What’s New in Mergers and Acquisitions: Two-Step Transactions, Disregarded Entities and the Re-Ascendance of the A Reorganization
This presentation will:
» Explore implications of the Service’s liberalized position with respect to the use of disregarded entities in corporate reorganizations
» Examine the resolution of the potential overlap between tax-free reorganizations and qualified stock purchases in two-step transactions
» Assess the extent to which these recent developments have improved the relative attractiveness of the classic A reorganization in comparison to the long-dominant tax-free reverse triangular merger

André LeDuc
Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates

2:45-3:00
BREAK

3:00-3:50 New Developments Affecting Corporate Transactions
This session will cover:
» The new IRS approach to spin- off rulings
» Application of step transaction principles in recent IRS rulings
» Rules for acquisition-related expenses contained in new final regulations under Code §263

Keith E. Villmow
Kirkland & Ellis LLP

3:50-4:00
BREAK

4:00-5:00
Dual Consolidated Losses: A Guide for the Duly Perplexed, and Other Consolidated Return Developments

Items covered will include:
» New regulations regarding dual consolidated loss recapture
» New regulations regarding attribute reduction under IRC
Sections 108 and 1017 for consolidated group members
» Other consolidated return developments

Don W. Bakke
Ernst & Young LLP

Richard D. Liebman
Ernst & Young LLP

Friday, April 30, 2004

MODERATOR:
John B. Palmer III
Foley & Lardner

9:00-9:50 Partnerships and LLCs: What’s Hot in 2004
This session will focus on:
» Tax planning and structuring techniques involving partnerships and LLCs
» 2004’s hot partnership and LLC developments

Steven G. Frost
Chapman & Cutler LLP

Charles R. Levun
Levun, Goodman & Cohen, LLP

9:50-10:00
BREAK

10:00-10:50 Executive Compensation: The Shifting Paradigm
This session will focus on problems and proposed solutions with respect to:
» Compensation rewarding artificial short-term performance
» Accounting treatment of stock options
» Lack of management oversight & controls; lack of board independence; lack of board oversight, involvement & informed decision-making
» Corporate governance
» Loans to corporate executives
» Deferred compensation abuses
» Limitations on trading & disclosure obligations
» Stock exchange rules
» IRS rules
» Sarbanes Oxley rules

Roger C. Siske
Sonnenschein Nath & Rosenthal LLP

William F. Sweetnam, Jr.
Benefits Tax Counsel, Office of Tax Policy, U.S. Department of the Treasury

10:50-11:00
BREAK

11:00-11:50 Proposed Transfer Pricing Regulations
This presentation will discuss:
» The proposed safe harbor
» Specified pricing methods
» Rules addressing contingent payment service arrangements
» Assessment of proposed regulations against international standards

Jeffrey L. Olin
Grant Thornton LLP

Thomas Zollo
KPMG LLP

11:50-12:00
BREAK

12:00-12:50 The Empire Strikes Back: State Taxation of Related Party Transactions
» In an effort to curb what they perceive as abusive multistate income tax planning, state tax administrators continue to
challenge related party transactions and their inherent tax benefits
» Experiencing mixed results in the courts, several states have recently enacted laws specifically targeting related party arrangements and disallowing deductions for certain intercompany expenses
» This session will discuss these developments and how they are shaping state income tax administration and compliance

John A. Biek
McDermott, Will & Emery

Theodore R. Bots
McDermott, Will & Emery

General Information

Program Location
The conference will be held at Chicago-Kent College of Law, 565 W. Adams Street in Chicago.

Confirmation of Registration
A letter of confirmation will be mailed to the address given on your registration form.

Confirmation of Attendance
A certificate of attendance will be provided at registration.

Cancellations and Refunds
Written notification of cancellation is required. A full tuition refund is available if notification is received prior to April 2, 2004; 25% will be charged if notification is received between April 2 and April 23, 2004. No refunds will be granted after April 23, 2004.

CPE Credit
11.6 hours on a “50-minute” credit hour. Chicago-Kent College of Law is a registered public accountant professional education sponsor in Illinois and New York.

MCLE Credit
9.6 hours on a “60-minute” credit hour; 11.6 hours on a “50-minute” credit hour. The actual number of approved hours may vary from state to state.

For additional information:
Please call the Office of Continuing Legal and Professional Education, Chicago-Kent College of Law, (312) 906-5090.

Hotel Accommodations
Hotel accommodations have been made at the Millennium Knickerbocker Hotel and the W Hotel City Center. The room rate at the Millennium Knickerbocker is $129 for single or double occupancy, plus 14.9% tax. The room rate at the W Hotel City Center is $169 for single or double occupancy, plus 14.9% tax. The Millennium Knickerbocker is a short cab ride to the law school and provides easy access to Michigan Avenue night life and shopping. The W Hotel City Center is an upscale property located five blocks from the law school. Please make reservations directly with the hotel of your choice. Requests for accommodations cannot be assured if made after March 29, 2004 at the Millennium Knickerbocker Hotel and April 7, 2004 at the W Hotel City Center. Please mention to the hotel reservation receptionist that you are attending the Chicago-Kent College of Law Federal Tax Institute. To make reservations:

Millennium Knickerbocker Hotel
163 E. Walton Place
Chicago, IL 60611
(800) 621-8140
Fax (312) 751-9663
www.millenniumhotels.com

W Hotel City Center
172 W. Adams Street
Chicago, IL 60603
(877) 946-8357
Fax (312) 917-5771
www.whotels.com

Registration Fee (per person) Early Registration Fee . . . . . . $360
After April 2, 2004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $390
(A $15 per person discount is available to groups that register 3 or more individuals at the same time.)
Government Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$290
(no group discount available)
Chicago-Kent College of Law Alumnae/i Rate . . . . . . . . . . . . $290
(no group discount available)
Fee includes two continental breakfasts, lunch on Thursday and course materials.

Click here to register online or print registration information.

Graduate Program in Taxation Advisory Board

Federal Tax Institute Advisory Board

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