This item summarizes the traditional Up-C/TRA arrangement and addresses the impact of Sec. 280E on the Up-C/TRA structure.
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TOPICS / PASSTHROUGHS
Partnership and LLC Taxation
The Sec. 1061 capital interest exception and its impact on hedge funds
A hedge fund manager may be required to maintain separate tracking of a single partnership interest into several buckets to avoid the negative tax consequences of the short-term capital gain treatment of assets held from one to three years under Sec. 1061 for certain partnerships on the economic return of their invested capital.
When does a partnership terminate under Sec. 708?
It can be difficult to determine whether a partnership that retains de minimis assets or performs administrative functions during its winding-up period terminates, particularly if such activities cross tax years.
Partnership continuity in restructuring transactions
The issue of whether a partnership continues or terminates for U.S. federal income tax purposes frequently arises in restructuring transactions.
Where individual, corporate, and passthrough entity taxation meet
Passthrough owners must consider many risks and
uncertainties, in addition to political trends on Capitol Hill, before opting into a state-level regime designed to bypass the $10,000 SALT deduction cap created by the TCJA.
Using a family LLC for estate planning
LLCs can help families achieve key business and
tax objectives, while also providing liability protection and concentrating management power in
the hands of less than all of the owners.
Final rules for interest expense deductions affecting hedge funds
The final regulations provide relief to hedge funds
and their passive investors, although the regulations may increase the administrative burden
and reporting requirements on hedge fund managers.
The partner-to-partner attribution trap and the anti-churning rules
Taxpayers dealing with tax basis step-up transactions involving related parties or rollover equity interests should consider the application of the anti-churning rules to avoid unforeseen results.
Sec. 1446(f) regulations: The rules and unanswered questions
This article addresses certain aspects of the withholding rules of the final Sec. 1446(f) regulations, options to eliminate or reduce Sec. 1446(f) withholding, and some outstanding issues.
Debt workouts involving commercial real estate
As short-term agreements that borrowers and creditors reached at the beginning of the pandemic start to expire, real estate companies and others
will need to find long-term solutions to their insolvency problem.
Current developments in partners and partnerships
This article reviews and analyzes recent law changes as well as rulings and decisions involving partnerships.
Partnership interests, Sec. 465 at-risk limit, and Form 6198
This article focuses on the Sec. 465 at-risk limitation, one of the rules that could disallow all or part of a partner’s deduction of an allocable loss from a partnership.
IRS issues final rules on the treatment of carried interests
The IRS finalized proposed regulations on certain carried interests to account for changes made by the TCJA.
When does the centralized partnership audit regime not apply to partnership-related items?
Proposed regulations provide that the IRS may determine that the centralized partnership audit regime does not apply to adjustments to partnership-related items under certain conditions.
Top-of-market valuation for conservation easement upheld
A donated conservation easement has top-of-market value.
IRS releases new draft form to request revocation of Sec. 754 election
The form has been developed due to an increase in Sec. 754 election revocation applications since the technical termination of a partnership under former Sec. 708(b)(1) (B) was repealed under the TCJA.
Ensuring that allocations of LLC tax items are respected
If LLC members’ tax allocations are not made in accordance with the members’ interests in the LLC, they must fit into the substantial-economic-effect safe harbor.
IRS memorandum illustrates application of Sec. 704(c) anti-abuse rule
In FAA 20204201F, the IRS concluded that the Sec. 704(c) allocation method adopted by a partnership between a U.S. corporation and its domestic and foreign affiliates was unreasonable under the Sec. 704(c) anti-abuse rule.
Partner capital account reporting gets transition penalty relief
Errors by partnerships in reporting partners’ tax capital accounts under new rules for 2020 may be excused, the IRS outlined.
Carried interests regulations are finalized
The IRS finalized proposed regulations on certain carried interests to account for changes made by the Tax Cuts and Jobs Act (TCJA). The TCJA extended from one year to three years the holding period for making carried interests eligible for capital gain treatment.
INDIVIDUALS
Current Developments in Taxation of Individuals: Part 1
This update surveys recent federal tax developments involving individuals, including court cases, rulings, and guidance issued during the six months ending October 2025.
