Friday Night Lights


Friday Night Lights! An Illuminating Look at Closely Held Entities, with Commentary by two Monday Morning Quarterbacks

November 4, 2022
San Francisco, CA

Monday Morning Quarterbacks (Moderators)
Todd Angkatavanich and Stephanie Loomis-Price

This series of back-to-back sessions explored in detail the three phases of a closely held entity using a football analogy: “Pre-Game,” “Game Time,” and “Overtime,” including commentary following each session by Monday Morning Quarterbacks, Stephanie Loomis-Price and Todd Angkatavanich. The focus of these programs was on providing practical tips you can implement with your clients.

Pre-game: Entity Formation by Miriam W. Henry and Kevin Matz

This session examined issues critical to the formation of LLCs and Limited Partnerships, including: Choice of entity and jurisdiction, and the sample ACTEC form; Bona fide exception to Section 2036(a) and analysis of the important cases on the exception; Considerations under Sections 2036(a)(2) and implications of founders and others serving in control/managerial roles and bifurcation of duties; and Partnership Tax considerations under Section 721(b) and related issues.

Pre-game: Materials | Audio Recording

Game Time: the Administration of a Closely Held Entity by David A. Handler and Anne J. O’Brien

“Game Time” examined issues critical to the administration of a closely held entity and conducting a “Lifetime Stress Test,” including: Section 2036(a)(1) retained interest issues; Powell and Cahill expansion of Section 2036(a)(2), and more recent implications under Levine; Fiduciary duties and Section 2036(a)(2) and ways to potentially enhance the fiduciary’s duties by introduction of third parties, active management, profits interests and Section 162 considerations; “Decontrolling” and other remedial measures to address lingering 2036(a)(2) “control” issues and related pitfalls; Valuation issues including implications under Sections 2703 and 2704.

Game Time: Materials | Audio Recording

Overtime: Considerations in the Possible Liquidation of a Closely Held Entity and Other Alternatives by Ann B. Burns and Louis S. Harrison

This session explored issues in connection with the potential liquidation of a closely held entity, including: Audit; Does it make sense to liquidate (for instance, if Stress Test reveals it is too “infected” to continue) or perhaps redeem out parent; Valuation issues and considerations; Partnership Tax issues; Situations where it may make sense not to liquidate (i.e., preserving benefits of Entity for next generation beneficiaries’ own planning); What next? (Litigation, challenges)

Overtime: Materials | Audio Recording

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