Introduction to Partnerships Taxation 2025 (presented by NYU School of Professional Studies)

Charles R. Bogle, Esq | Morgan, Lewis & Bockius LLP

Charles (Chuck) Bogle’s practice covers a wide range of federal income tax-related matters, with a principal focus on the tax aspects of structured finance transactions. Chuck represents sponsors, managers, and underwriters in collateralized bond, loan, and debt obligation transactions, as well as issuers and underwriters in various assetbacked and insurance-related transactions, including credit card, auto loan, marketplace loan, payment plan, and mortgage securitizations. In addition, Chuck has a depth of knowledge regarding the tax aspects of both taxable and tax-free mergers, acquisitions and dispositions, particularly in the investment management space.

Justin S. Cohen, Esq. | Hughes Hubbard & Reed LLP

Justin S. Cohen is a counsel in the New York office of Hughes Hubbard & Reed LLP. He focuses on the tax aspects of domestic and international mergers, acquisitions, and spin-offs, aviation and equipment finance and leasing transactions, corporate finances, securities offerings and bankruptcy and financial restructurings. He also has experience working on the tax aspects of cross-border investment structuring and private equity and hedge fund formation. Justin regularly counsels private foundations and other not-for-profit entities on a variety of compliance issues.

Sean Austin, Esq. | Managing Director, KPMG

Sean Austin is a Managing Director at KPMG, where he specializes in advising clients on complex federal tax matters, with a focus on partnership taxation, mergers and acquisitions, and estate and succession planning. As a licensed attorney with extensive experience in both legal and accounting environments, Sean bridges technical tax law with practical implementation for high-net-worth individuals, family offices, and closely held businesses. He regularly works with interdisciplinary teams to design and execute strategic planning structures that optimize tax outcomes while meeting business and legacy objectives. Sean is a frequent speaker on advanced tax topics and regulatory developments affecting private enterprise and wealth planning.

Charles Kaufman, Esq. | Managing Director, KPMG

Charles advises clients on various aspects of partnership taxation, international tax, and the taxation of financial products. He advises funds (including private equity funds, credit funds, and hedge funds) on their investment activities and has experience advising both the sponsors of and investors in all types of private investment vehicles. He has advised clients with respect to numerous real estate transactions, corporate joint ventures, project finance transactions, securitization transactions, partnership restructurings and workouts, and cross-border financings and other investments.

Alan Kravitz, Esq. | Hughes Hubbard & Reed

Alan Kravitz focuses his practice on the tax aspects of domestic and international mergers and acquisitions, joint ventures and structured finance. He has deep experience in aviation finance and equipment finance transactions, in which he has provided tax advice to underwriters, issuers, lenders and other involved parties. He assists companies and funds with tax matters relating to the acquisition and disposition of subsidiaries and portfolio companies, both domestic and multinational, with a particular focus on the media and technology, telecommunications and transport and logistics sectors. He also advises sponsors on tax considerations relating to the formation and structure of private equity funds.

Andrew Lau, CPA, MST, Vice President, Head of Tax | MN8 Energy

Andrew Lau has extensive experience in tax management and financial services. Andrew held various senior roles at KPMG US, including WNT Tax Managing Director, WNT Tax Senior Manager, M&A Tax Senior Manager, and Financial Services Tax Senior Manager. Andrew also worked as VP, Head of Tax at MN8 Energy and VP, Head of Tax – Goldman Sachs Renewable Powers at Goldman Sachs.

Olivia Schomburger, Esq., Associate | Clifford Chance

Olivia Schomburger is an Associate at Clifford Chance, where she focuses her practice on domestic and international tax matters, including cross-border transactions, private equity structuring, and high-net-worth estate planning. She advises institutional clients and individuals on the tax implications of complex financial arrangements, corporate reorganizations, and investment structures. Olivia combines a strong foundation in federal tax law with a global perspective, providing strategic counsel that aligns with both legal compliance and long-term planning goals. She is a rising voice in the field and actively contributes to thought leadership in evolving areas of international tax and private client services.

Hannah Richard, Esq. | Clifford Chance

Hannah Richard is in the firm’s Tax, Pensions & Employment group focusing on partnership and corporate taxation. Hannah advises clients on the U.S. federal tax aspects of a variety of domestic and international matters, including real estate transactions, investment funds, private equity investments, mergers and acquisitions, equipment leasing, securitizations, and capital markets transactions.

Lance Parker, Esq., Managing Director | BDO USA

Tax rarely drives the deal, but it certainly informs it (even if it makes for poor entertainment with dinner guests). I work in mergers and acquisitions tax, focusing on partnerships. I consult on all partnership matters relevant to mergers and acquisitions, including the application of the disguised sale and mixing bowl rules, basis adjustments under sections 734 and 743, debt allocations under section 752, and the operation of sections 704, 761, and other relevant authorities. In addition, I specialize in the application of sections 163(j) (limitation of deduction of business interest expense) and 1202 (excluding from gross income gain from the sale of small business stock) to partnerships.

Ira Aghai, Esq., Associate | Clifford Chance

Ira Aghai is an associate in our Tax team, based in Washington DC. He provides tax and structuring advice to clients in a variety of industries in connection with mergers and acquisitions, restructurings, joint ventures and financings, as well as private equity and investment fund transactions. Ira holds both private practice and consulting experience, including with a focus on partnership taxation.

DAY 1: MONDAY JULY 21

INTRODUCTION, CHOICE OF ENTITY AND FORMATION | 8:25am – 10:00am, 10:15am – 12:00pm

Introduction; choice of entity considerations; entity classification and restrictions on partnership status. Formation of a partnership nonrecognition, beginning book and tax capital account and beginning basis; taxable year; methods of accounting.

Charles R. Bogle, Esq., Partner, Morgan, Lewis & Bockius, New York, NY

Justin S. Cohen, Esq., Counsel, Hughes Hubbard & Reed, New York, NY

Break | 10:00am – 10:15am

Lunch | 12:00pm – 1:00pm

PARTNERSHIP OPERATIONS | 1:00pm – 2:30pm, 2:45pm – 4:30pm

Effect of partnership operations on tax and book capital accounts and basis; special allocations.

Sean Austin, Esq., Managing Director, KPMG, New York, NY

Charles Kaufman, Esq., Managing Director, KPMG, New York, NY

Break | 2:30pm – 2:45pm

DAY 2: TUESDAY, JULY 22

NONRECOURSE ALLOCATIONS | 8:30am – 10:00am, 10:15am – 11:45am

Allocations of nonrecourse debt and nonrecourse deductions.

Alan Kravitz, Esq., Partner, Hughes Hubbard & Reed, New York, NY

Andrew Lau, CPA, MST, Vice President, Head of Tax, MN8 Energy, New York, NY

Break | 10:00am – 10:15am

Lunch | 11:45am – 12:45pm

PARTNERSHIP DISTRIBUTIONS | 12:45pm – 2:00pm

Current and liquidating distributions, disproportionate distributions

Alan Kravitz, Esq., Partner, Hughes Hubbard & Reed, New York, NY

Andrew Lau, CPA, MST, Vice President, Head of Tax, MN8 Energy, New York, NY

Break | 2:00pm – 2:15pm

PARTNER-PARTNERSHIP TRANSACTIONS | 2:15pm – 4:30pm

Disguised sales and other partner-partnership transactions.

Alan Kravitz, Esq., Partner, Hughes Hubbard & Reed, New York, NY

Andrew Lau, CPA, MST, Vice President, Head of Tax, MN8 Energy, New York, NY

DAY 3: WEDNESDAY, JULY 23

TRANSFERS OF PARTNERSHIP INTERESTS | 8:30am – 10:00am

Sales and purchases of partnership interests.

Olivia Schomburger, Esq., Associate, Clifford Chance, New York, NY

Hannah Richard, Esq., Counsel, Clifford Chance New York, NY

Break | 10:00am – 10:15am

RETIREMENT AND DEATH OF A PARTNER | 10:15am – 12:00pm

Consequences under subchapter K, including effect on timing and character of income.

Olivia Schomburger, Esq., Associate, Clifford Chance, New York, NY

Hannah Richard, Esq., Counsel, Clifford Chance New York, NY

Lunch | 12:00pm – 1:00pm

HOT TOPICS | 1:00pm – 2:00pm

An overview of recent developments in the law and in the uses of partnerships.

James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY

Lance Parker, Esq., Managing Director, BDO USA, Washington, DC

Ira Aghai, Esq., Associate, Clifford Chance, Washington, DC

Break | 2:00pm – 2:15pm

THE TROUBLED PARTNERSHIP | 2:15pm – 3:30pm

Workouts; foreclosure; deed in lieu; abandonment of partnership interest.

James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY

Lance Parker, Esq., Managing Director, BDO USA, Washington, DC

Ira Aghai, Esq., Associate, Clifford Chance, Washington, DC

SUMMING UP | 3:30pm – 4:30pm

Work through a partnership tax return and a sample partnership agreement with emphasis on the tax-sensitive provisions, such as capital account maintenance, book-ups, choice of allocation methods under Section 704(c), allocation and distribution provisions, and liquidation provisions.

James A. Gouwar, Esq., Partner, Clifford Chance, New York, NY

Lance Parker, Esq., Managing Director, BDO USA, Washington, DC

Ira Aghai, Esq., Associate, Clifford Chance, Washington, DC