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This two-day seminar will educate tax advisors and industry groups on ways to avoid traps for the unwary in the post-BEPS world, targeting perceived abuses in cross-border “double-dipping” of losses.
This seminar will also provide a technical analysis of the U.S. federal income tax impact of foreign hybrid entities (i.e., transparent for U.S. tax purposes but treated as corporations for foreign tax purposes), or “permanent establishments” in treaty countries, generating NOLs.
WHO SHOULD ATTEND
The seminar is designed for industry groups engaged in cross-border transactions, mergers, acquisitions and divestitures, accountants and tax advisors dealing with MNCs and managing their tax attributes, and in-house tax counsel engaged in cross-border acquisitions.
8:30 AM Registration and Continental Breakfast
9:00 AM Introduction to DCLs & Basic Definitions
• Relevance of Topic in Cross-Border Transactions
• Structures Generating Losses
• DRCs; DCLs
• NOL (i.e., §172(c)) Framework
• Historic Background: U.K.-U.S. Cross-Border Context (De Beers Consolidated Mines Ltd. v Howe 5 TC 213)
• Tax Arbitrage Illustrations (DRC/Non-Dual Resident; Canadian “Tower Financing”)
• Pre, Post-2007 DCL Regs.
• 2007 Final Regs. Taxpayer Friendly
10:15 AM Domestic Use: Limitations & Exceptions
• Anti-Double Dipping Rationale: ETR Reduction
• Definition of Domestic Use
• Domestic Affiliate
• Domestic Owner
• Separate Unit (SU)
• SRLY Restrictions
• Bilateral Elective Agreement (BEA)(i.e., UK)
• No Possibility of Foreign Use (NPFU)
• Domestic Use Election (DUE); Reg. § 1.1503(d)-6(a)(1)
• Ordering Rules
• “Mirror Legislation” of Foreign Country
11:30 AM Coffee Break
11:45 AM Foreign Use: Limitations & Exceptions
• Foreign Use
• Deemed Foreign Use
• No Possibility of Foreign Use Exception
• Domestic Use Election (DUE)
• DUE Exception to the Exception: AM 2011-002 Associate Chief Counsel (International) (ACCI): Impact on Insurance Industry
• SRLY Cumulative Register Concept
• Hybrid Securities (repos) Per Se Limitation
12:30 PM Luncheon
1:15 PM Partnership Issues
• General Check-The-Box Issues
• DCLs of Non-Hybrid Partnerships
• AM 2007-003 (June 25, 2008): Hybrid Partnerships and SUs.
• Partnerships “c”(4) Exception
• Joint Ventures
• Special Allocations Issues
2:00 PM Elimination of a DCL
• Section 332, 381, 368(a)(1)(A), (C), (D), (F), (G)
• Denial of Carryover and Elimination of DCLs
• Cessation of SU
• “Safe Harbors”
• Affirmative Planning with Foreign Partnerships
• Planning with Intercompany Payments
• Avoiding § 382 and SRLY limitations with tax-free reorganization or liquidation
• PLR 2013-42-004
• CCA 201550034
3:15 PM Coffee Break
3:30 PM Tainted Income Issues
• Anti-Stuffing Provisions
• Assets Acquired in Non-Recognition Transactions, Contribution of Capital
• 3-Year Rule Presumption
• Current Year Taxable Income/Fraction Presumption
• Disposition of Tainted Assets
4:30 PM Seminar Adjourns for the Day
8:30 AM Continental Breakfast
9:00 AM Attribution of Items Sale of a Separate Unit (SU)
• Challenges to pre-2007 regulations
• Determination of Amount of DCL (or income) of SU
• Rules for Foreign Branch SU and Hybrid Entity SUs
• Tiered separate units, combined separate units, dispositions of separate units
• Treatment of certain income inclusions on stock
• Tax Accounting items treatment; DRE transactions
• No Cross-DCL Use Principle, Unless SU
10:15 AM Coffee Break
10:30 AM Triggering Events: Recapture & Rebuttal
• Amount of Recapture
• Treatment of Recapture Income
• Failure to Comply with Recapture Rules
• Foreign use of the DCL
• Affiliation with a Consolidated Group
• Sale or other disposition of 50% or more of the DRC or SU
11:45 AM IRS Audit Practice: DCL Practice Unit 12/15/2014
• IRM 18.104.22.168.1.1(2) (a)-(e) information
• Audit Roadmap:
• Form 1120, Schedule N, Form 5471, Form 8832, Form 8858, Form 8865
• Cross-Check Forms 8832, Form 8858 or Form 8865
• Audit Triggers: Form 8858 (rev. Dec. 2013), Schedule G, Questions 4 and/or 5 indicates SU has a DCL; (ii) Form 8858 (rev. Dec. 2013) at Schedule H, Line 7 current negative E&Ps in U.S. dollars; (iii) Income Statement of DRC or SU loss
• Traps for the Unwary; No Affirmative Planning Use of DCLs
12:30 PM Luncheon
1:15 PM Accounting for DCLs
• Computation of DRCs income, gain, NOLs
• DRC Computation of Income on “segregated” basis, including section 338
• Capital loss of DRC, carryover, carryback losses, items of income, gain, deduction, and loss attributable to a SU or an interest in a transparent entity
• ASC 740 Issues:
• E&Ps, tax pools, basis, foreign tax credit (FTC); Section 987 modifications
• Section 381 limitation/carryover restrictions, DCLs, OFLs
• Income Tax Provision:
• Financial statement impact (i.e., ETR); DCL recapture pick-up and interest-charge (i.e., DTA-DTL); GAAP translation issues
• DCL recapture and MLT assumptions
• ASC 740-10-25-3(a)(APB Opinion No. 23)
• ASC 740-30 (foreign subsidiaries and foreign corporate JV); “permanent reinvestment exception”, or “reversal” assertion?
2:30 PM Seminar Concludes
December 14 & 15, 2016
Morgan Lewis Conference Center
1 Market Street, Spear Street Tower
San Francisco, CA 94111
Hotel accommodations are at your own discretion. We suggest the following:
Hyatt Regency – Tel: 415.788.1234
5 Embarcadero Center, San Francisco, CA
Westin San Francisco – Tel: 415.974.6400
50 Third Street, San Francisco, CA
Harbor Court Hotel – Tel:866.792.6283
165 Steuart Street, San Francisco, CA
SUBSTITUTIONS, CANCELLATIONS & COMPLAINTS
If you are unable to attend this event, you may: transfer your registration to another person from your company for the same event; or transfer your registration to a substitute event listed on our web site. In either instance, there will be no charge or penalty for substitution. To request a transfer, contact firstname.lastname@example.org with the new attendee or substitute event information more than 5 business days prior to the conference start date. On the first day of the event, absent attendees will be considered “no shows” and will not be eligible for a refund, transfer, or substitute event.
Cancellations must be made in writing to email@example.com more than 5 business days before the event and will be assessed a $350 conference setup fee. Cancellations will not be accepted if notice is received fewer than 5 business days before the event. For more information regarding administrative policies, complaints and cancellations, please contact us at 800.372.1033, or e-mail firstname.lastname@example.org.
Bloomberg BNA offers a hardship policy for CPAs and other tax and accounting professionals who wish to attend our live conference and seminars. Individuals must earn less than $50,000 annually in order to qualify. For individuals who are unemployed or earning less than $35,000 per year, a full discount off the price of registration for the program will be awarded. Individuals earning between $35,000 and $50,000 per year will receive a 50% discount off the price of the program. If an individual wishes to submit a case for hardship, he or she must contact Bloomberg BNA directly at email@example.com.
Please include the following information with your request: complete contact information, program for which a hardship reduction is being requested, requested amount for hardship reduction, and reason for applying for hardship. Please note that requests will not be considered until 30 days from the program date and that individuals may only apply for a hardship reduction once within a 12-month period. Bloomberg BNA reserves the right to make a final determination on a case-by-case basis. Our decision for granting a hardship is final and submission does not constitute acceptance.
Continental breakfasts, lunches, refreshment breaks, Bloomberg BNA Portfolio, and course materials in electronic format.
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