June 7 & 8, 2012Hyatt Regency Hill Country Resort

San Antonio, Texas

Sponsored byThe Partnership and Real Estate Tax and Corporate Tax Committees of the Tax Section of the State Bar of Texas

BDO USA, LLPElliott & Thomason, LLPHunton & Williams LLP

Kemp Smith LLPLocke Lord LLP

Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P.

Munsch Hardt Kopf & Harr, P.C.Strasburger & Price, LLPThompson & Knight LLP

Wells Fargo BankWinstead PC

in cooperation withThe Texas Institute of Continuing Legal Education

28th ANNUAL TEXAS FEDERAL TAX INSTITUTE

This course has been approved for 13.25 hours credit (including 1.50 hours ethics) which will apply toward MCLE, the College of the State Bar of Texas, and the Texas Board of Legal Specialization

in Tax Law, Real Estate Law and Estate Planning/Probate.

MCLE credit is available in other states. Please let us know your needs when you register for the Institute.

CPAs may obtain 15.90 hours of CPE credit toward licensing with the Texas State Board of Public Accountancy. Sponsor No. 6867.

28Th ANNUAL TEXAS FEDERAL TAX INSTITUTEJune 7 & 8, 2012 • Hyatt Regency Hill Country Resort • San Antonio, Texas

PRogRAm

ThURSDAY, JUNE 7, 2012

Moderator: R. David Wheat, Dallas, Texas, Institute Vice-Chair Past Chair, Section of Taxation, State Bar of Texas Past Chair, ABA Tax Section, Corporate Tax Committee

8:00 a.m. Late Registration – Hill Country Ballroom Foyer, Hyatt Regency Hill Country 9800 Hyatt Resort Drive, San Antonio, Texas 78251 (210) 647-1234

8:50 a.m. Welcome – R. Brent Clifton, Dallas, Texas, Institute Chair Past Chair, Section of Taxation, State Bar of Texas

Past Chair, ABA Tax Section, Partnerships and LLCs Committee

9:00 a.m. Current Issues in Tax-free Spin-offs and Related Restructurings – Analysis of hot topics in spin-offs; consideration of tax issues in pre and post-spin-off restructurings; discussion of spin-offs involving closely-held corporations.

Joseph M. Pari, Washington, D.C. William D. Alexander, Washington, D.C.

10:00 a.m. Coffee Break

10:15 a.m. M&A Structures with Joint Ventures, Pass-Throughs, and Disregarded Entities – Focus on the use of partnerships in corporate M&A as well as corporate joint ventures, including a discussion of the use of disregarded entities in such transactions.

Julie A. Divola, San Francisco, California William D. Alexander, Washington, D.C.

11:15 a.m. Hot Tax Issues in M&A and Discussion of Current Corporate Tax Developments – Analysis of tax treatment of contingent consideration in M&A such as earn-outs; illustration of how sellers obtain value for NOLs and other losses; use of a “tax receivables agreement”, emphasis on current corporate tax developments, including the signing date rule for establishing COI in a tax-free reorganization.

David Strong, Denver, Colorado

12:15 p.m. Lunch – Tickets may be purchased for $25 each. Please indicate the number of tickets you wish to purchase on the enclosed registration form. Tickets will not be sold at the door.

Topic: Our Obligations to the Tax Profession: Ethical and Pro-Bono Opportunities for the Tax Professional

Speaker: Rudolph R. (Ruddy) Ramelli, Chair-Elect, Section of Taxation, American Bar Association, New Orleans, Louisiana

1:45 p.m. Key Tax Issues in Dealing with Preferred Stock – Preferred stock is commonly used in financing, restructuring and acquisitions for both public and private companies. This discussion will focus on the key tax issues and traps for the unwary in the use of preferred stock in these scenarios, including the phantom stock dividend rules, preferred OID, dividend treatment on preferred stock redemptions under Section 302 and treatment of convertible preferred stock.

Philip B. Wright, St. Louis, Missouri

2:45 p.m. Coffee Break

3:00 p.m. Negotiating and Drafting Tax Provisions in Acquisition Agreements – Discussion of key considerations in negotiating and drafting M&A agreements, including consideration of common provisions, purchase price allocations, tax elections, reporting matters and tax due diligence.

Richard L. Reinhold, New York, New York

1.00 EthicsCredit

4:00 p.m. Mergers and Acquisitions with MLPs – Experts in this area discuss the unique tax issues that arise when publicly traded partnerships acquire entities or assets for different types of consideration (e.g., cash, units, special units, escrows) and under various transaction structures.

C. Timothy Fenn, Houston, Texas Thomas W. Ford, Jr., Houston, Texas John Edward Lynch, Houston, Texas5:00 p.m. Adjourn

FRIDAY, JUNE 8, 2012

Moderator: Kevin Thomason, Dallas, Texas, Institute Vice-Chair Past Chair, Section of Taxation, State Bar of Texas Past Chair, ABA Tax Section, Real Estate Committee 8:30 a.m. Current Developments in Partnership and Real Estate Taxation – A review

and analysis of recent cases, regulations, rulings and possible legislation impacting the areas of partnership and real estate taxation.

Jennifer H. Alexander, Washington, D.C. Eliot L. Kaplan, Phoenix, Arizona 9:30 a.m. Decision Points in Leveraged Partnerships – In Canal Corp., the Tax Court

held that a leveraged partnership failed to deliver the desired deferral. The implications of the case on tax practice has been much debated, but little attention has been paid to the nuts and bolts of properly accomplishing a leveraged partnership transaction in light of Canal Corp. and Section 7701(0). This panel will focus on the key deal and tax decision points that must be addressed when structuring a leveraged partnership.

George C. Howell, III, New York, New York Eric Sloan, New York, New York 10:30 a.m. Coffee Break 10:45 a.m. FATCA’s Impact on the International Investment Community – The Foreign

Account Tax Compliance Act (FATCA) was enacted to deter U.S. persons from investing through foreign financial institutions to avoid U.S. taxes. That simply stated goal has led to a new U.S. withholding tax in 2014 affecting every U.S. person paying amounts to foreign persons and a complex new regime. We will explore recent regulations, possible exemptions, and compliance approaches involving partnerships and real estate.

Michael Hirschfeld, New York, New York 12:00 Noon Lunch – Tickets may be purchased for $26 each. Please indicate the number of

tickets you wish to purchase on the enclosed registration form. Tickets will not be sold at the door.

Topic: An Update from Treasury Speaker: Emily S. McMahon, Acting Assistant Secretary (Tax Policy),

U.S. Department of the Treasury, Washington, D.C. *Presentation of Outstanding Texas Tax Lawyer Award 1:30 p.m. Home Concrete, Mayo, and other TEFRA Substance – Home Concrete and

Mayo address critical issues for judicial review of tax regulatory authority and the effect of overstated basis on the statute of limitations in an atmosphere of significant taxpayer confusion over the role and rights of partners and the TMP. This panel will address these issues and offer practical advice for drafting TMP provisions in partnership agreements.

Adam M. Cohen, Denver, Colorado Josh O. Ungerman, Dallas, Texas 2:30 p.m. Tax Issues in Real Estate Funds – As real estate funds grow ever larger with

more diverse structures, investors and investments, the associated tax issues multiply and become increasingly complex. This panel will address the multiplicity of critical tax issues arising in the current real estate fund environment.

Bahar A. Schippel, Phoenix, Arizona Eric Sloan, New York, New York 3:30 p.m. Adjourn

R. Brent Clifton, Institute Chair, Locke Lord LLP, DallasJ. Scott Morris, Institute Chair Emeritus, J. Scott Morris PC, AustinKevin Thomason, Institute Vice-Chair, Elliott & Thomason, LLP, DallasR. David Wheat, Institute Vice-Chair, Thompson & Knight LLP, DallasWilliam D. Elliott, Elliott & Thomason, LLP, DallasDonna J. Passons, President, Texas Institute of CLE, Austin

Planning Committee

.50 EthicsCredit

HYATT REGENCY HILL COUNTRY RESORT — RESERVATIONSThe Hyatt Regency Hill Country Resort is tucked away on 200 tree-covered acres in northwestern San Antonio located at 9800 Hyatt Resort Drive, San Antonio, Texas 78251. Minutes from shopping centers, The Alamo, and San Antonio’s River Walk, the Resort is host to a spectacular 18-hole golf course, a 4-acre water park which includes two swimming pools separated by cascading waterfalls and a 950-foot Ramblin’ River, and outdoor decks and pavilions. A limited number of rooms are reserved at this spectacular facility at the special rate of $199 single or double. Space is limited. Rooms are provided on a space available basis; we encourage you to register and reserve your room early. All unused rooms will be released on May 15, 2012. Your hotel reservation must be made through our office. See the hotel reservation form for further information.

CoNFERENCE FACULTY

William D. AlexanderAssociate Chief Counsel, Office of Chief CounselInternal Revenue ServiceWashington, DC

Jennifer H. AlexanderAttorney Advisor, Office of Tax Legislative Counsel U.S. Department of the TreasuryWashington, DC

Adam M. CohenHolland & Hart LLPDenver, CO

Julie A. DivolaPillsbury Winthrop Shaw Pittman LLPSan Francisco, CA

C. Timothy FennLatham & Watkins LLPHouston, TX

Thomas W. Ford, Jr.Andrews Kurth LLPHouston, TX

Michael HirschfeldDechert LLPNew York, NY

George C. Howell, IIIHunton & Williams LLPNew York, NY

Eliot L. KaplanSquire SandersPhoenix, AZ

John Edward LynchVinson & Elkins LLPHouston, TX

Emily S. McMahonActing Assistant Secretary (Tax Policy)U.S. Department of the TreasuryWashington, DC

Joseph M. PariDewey & LeBoeuf LLPWashington, DC

Rudolph R. (Ruddy) RamelliChair-Elect, Section of Taxation, American Bar AssociationJones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P.New Orleans, LA

Richard L. ReinholdWillkie Farr & Gallagher LLPNew York, NY

Bahar A. SchippelSnell & Wilmer L.L.P.Phoenix, AZ

Eric SloanDeloitte Tax LLPNew York, NY

David StrongMorrison & Foerster LLPDenver, CO

Josh O. UngermanMeadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P.Dallas, TX

Philip B. WrightBryan Cave LLPSt. Louis, MO

INSTITUTE CHAIRR. Brent CliftonLocke Lord LLPDallas, TX

INSTITUTE VICE-CHAIRSKevin ThomasonElliott & Thomason, LLPDallas, TX

R. David WheatThompson & Knight LLPDallas, TX

It’s never too early to plan ahead...

Mark your calendars now for the

29th Annual Texas Federal Tax

Institute

June 6 & 7, 2013

SAVE ThE DATE!

TEXAS FEDERAL TAX INSTITUTE COURSE MATERIALSUnable to attend this year’s Annual Texas Federal Tax Institute? You don’t have to miss out completely – order the audio CDs and course materials directly from The Texas Institute of Continuing Legal Education. You can also order audio CDs and course materials from past year institutes you may have missed. Place your order now using the attached registration form or visit us online at www.clesolutions.com to order course materials for current or prior year events. It’s the next-best thing to being there!

Mail to: Texas Institute of Continuing Legal Education 28th Annual Texas Federal Tax Institute P.O. Box 4646 Austin, Texas 78765-4646Online at: www.clesolutions.com

REGISTRATION FORMPlease register me for the conference as follows:Regular Pre-Registration (Due by 5 p.m. May 18, 2012) ............................................... $ 695.00 Registration after 5 p.m. May 18 & before 5 p.m. June 1, 2012 .................................... $ 795.00Registration after 5 p.m. June 1 & At the Door ................................................................ $ 845.00Please select your choice of materials: Printed Version or USB Version ......... $ Included or Both Printed & USB Versions ($50.00 + .0825 sales tax) ....................................... $ +54.13

_____ Thursday Luncheon Tickets at $25 each ............................................................. $ ____________ Friday Luncheon Tickets at $26 each .................................................................. $ _______

I cannot attend the conference. Please forward the following:Audio CDs & course materials (USB or Printed) at $695 + .0825 sales tax....... $ 752.34Course materials only (USB or Printed) at $280 + .0825 sales tax ...................... $ 303.10 or Both Printed & USB Versions ($330 + .0825 sales tax) .......................................... $ 357.23

TOTAL ENCLOSED ............................................................................................................... $ _______No refunds after 5 p.m. June 1, 2012. Call for Student or Government Discount Information.

Name ____________________________________________________________________________Firm _____________________________________________________________________________Address __________________________________________________________________________City ___________________________________________ State _________ Zip ________________Telephone _______________________________ Bar Card No. ____________________________Fax ______________________________ E-Mail Address __________________________________

Make Check Payable to Texas Institute of Continuing Legal EducationPlease Charge: AMERICAN EXPRESS VISA or MASTERCARDCard No. ______________________________________________Exp. Date __________________Security Code (3 or 4 digit code) ____________Name on Card ___________________________Authorized Signature ______________________________________________________________Billing Address (incl. Zip Code) ______________________________________________________

A limited number of rooms have been reserved at the Hyatt Regency Hill Country Resort at the rate of $199 per night (single or double). We will book your hotel reservations only after payment for the conference is received. Space is limited. Rooms are provided on a space available basis; we encourage you to register and reserve your room early. All unused rooms will be released on May 15, 2012. When you receive your confirmation from the hotel, you must send your first night’s deposit directly to the hotel. If you are charging your hotel stay, your first night’s deposit (including tax) will be taken from the credit card information provided below. Please do not send any hotel deposits to Texas Institute of CLE. Arrival: ____________________ Departure: ____________________ No. in Room: ___________Please reserve: King Double Special Needs: ____________________________________Name ____________________________________________________________________________Firm _____________________________________________________________________________Address __________________________________________________________________________City __________________________________________State ___________Zip ________________Telephone _____________________________________ Fax _______________________________E-mail hotel confirmation to: ________________________________________________________To reserve your room with credit card, please complete the following information:Card Type: ____________ Card No ____________________________________________________Security Code (3 or 4 digit code) ________________ Exp. Date ____________________________Authorized Signature _____________________Name on Card ____________________________Billing Address (incl. Zip Code) ______________________________________________________

Call in: 512/451-6960FAX to: 512/451-2911(Phone, Fax and Online Registrations must be accompanied by Visa, American Express or MasterCard Information.)

HOTEL RESERVATION FORM

P.O. Box 4646Austin, Texas 78765-4646

Pre-Registration—To ensure sufficient materials are available for all attendees, pre-registration is strongly encouraged. Door registration is subject to a $50 fee.

Registration—You may register by telephone by calling 512/451-6960. Phone-in registrations require a VISA, AMERICAN EXPRESS or MASTERCARD number, expiration date, security code and billing address. You may also register online with a credit card at www.clesolutions.com.

Cancellations and Refunds—Refunds, less a $50 processing fee, will be given to registrants who cancel by 5 p.m. on the Friday preceding the conference. No refunds will be granted thereafter. Course materials and audio CDs will automatically be mailed to prepaid registrants who were not able to attend.

Special Accommodations—If special arrangements are required for a person with a disability to attend this program, please contact us at 512/451-6960.

Cover Art - A Tribute to Byron Fullerton - “Life Line” is an original by Byron Fullerton from Austin, Texas. Byron’s prolific artwork has graced the covers of our conference brochures for over 25 years. We were saddened to learn of his passing in the fall of 2011 and continue to honor his memory and artistic talent by featuring this special piece.

For more information about this program or other programs offered by The Texas Institute of Continuing Legal Education, call 512/451-6960, or visit www.clesolutions.com.

28th ANNUAL TEXAS FEDERAL TAX INSTITUTE

Hyatt Regency Hill Country Resort • San Antonio, TexasJune 7 & 8, 2012

gENERAL INFoRmATIoN

PRESORTED STANDARDU.S. POSTAGE

PAIDAustin, TX

Permit No. 1357

TEXAS INSTITUTEof Cont inu ing Lega l Educat ion