Program Schedule

• Thursday, November 5, 2026
  • Registration and Continental Breakfast
    • 8:00am
  • Welcome & Introduction
    • 9:00am - 9:15am
  • Panel 1: Reflections on Meaninglessness and Meaningfulness: Contributions versus Exchanges
    • 9:15am - 10:45am

    • Contributions have been made to corporations by the corporations’ shareholders for as long as corporations have existed.  In some cases, those transfers have been accompanied by the issuance of stock by the corporation (in which case they are more accurately described as exchanges) and in other cases nothing additional has been issued (in which case they are more accurately described as capital contributions).  In some cases, the asset being transferred to the corporation is a business asset or cash and in other cases it is the corporation’s own stock or debt.  

      When the asset being transferred is the corporation’s own stock or debt, numerous issues arise regarding both the treatment to the transferring and non-transferring shareholders and the treatment to the acquiring corporation. Notwithstanding the frequency with which these transfers occur and the length of time these issues have existed, there is surprising uncertainty as to the U.S. federal income tax consequences of some of even the most basic of these transactions.

      This paper examines how certain aspects of the law in this area have developed, and the current state of that law.  It also makes suggestions as to how the law in this area might be rationalized and some of the challenges with such rationalization. 

      Moderator: Gordon Warnke
      Paper Author/Lead Presenter: Kara Mungovan
      Commentator: Mark Hoffenberg
      Commentator: Victor Hollender
      
      Panel 1 Paper
      Panel 1 Slides

  • Break
    • 10:45am - 11:05am
  • Panel 2: The Battle Rages on: US International Tax Statutes vs. Consolidated Single-Entity Treatment
    • 11:05am - 12:35pm

    • Since the 1990s, single-entity principles have served as the foundation for calculating a US consolidated group's taxable income from transactions between consolidated group members.  As a result, taxpayers have become accustomed to the consolidated return rules overriding statutory provisions that would otherwise apply if intercompany transactions were respected as occurring between separate entities.

      For domestic tax purposes, this single-entity approach generally produces sensible results and is uncontroversial. Single-entity principles also normally create outcomes that accord with the policies behind the US international tax provisions. For example, a U.S. consolidated group should not reduce its FDDEI merely because one group member makes a deductible payment to another group member. Nevertheless, in certain situations, these single-entity principles appear contrary to the objectives and policies that underlie some of the Code's international tax provisions. In those situations, the mechanical application of the consolidated return rules can produce results that international tax practitioners view as inconsistent with the purpose of the US international tax regime.

      This panel will present various viewpoints on when (if ever) it is appropriate for the Code's international tax statutes to override single-entity treatment, including whether an international tax provision can create “special status.”  The international provisions analyzed will include the dual consolidated loss provisions, the foreign tax credit limitation and sourcing provisions, using examples of intercompany services transactions to examine whether and when single-entity principles are appropriate for purposes of determining income sourcing (including a case where a treaty with a re-sourcing provision is involved), and the new single-entity regulations under Treas. Reg. § 1.1502-13(j)(9) that apply section 987 principles to non-USD intercompany obligations in ways that lead to material differences in the recognition of FX income and loss.

      Moderator: Julia Skubis Weber
      Paper Author/Lead Presenter: John Barlow
      Commentator: Young Choi
      Commentator: Marie Milnes-Vasquez 

      Panel 2 Paper
      Panel 2 Slides

  • Lunch
    • 12:35pm - 1:35pm
  • Panel 3: One Thing from Many: Unpacking the Unitary Partnership Interest
    • 1:35pm - 3:05pm

    • Partnership interests occupy an unusual place in the federal income tax law. A partner is generally treated as owning a single, unitary interest, even when portions of that interest are acquired at different times, represented by different classes or units, or carry different economic rights. Yet “unitary” is only shorthand: in many contexts, the tax law separately tracks particular acquisitions, holding periods, or economic rights. The tension becomes most acute when those rights change—when should a modification be treated as a change to an existing interest, and when should it instead constitute a new issuance, exchange, redemption, or other cognizable event? This presentation examines the unitary partnership interest as an organizing concept of Subchapter K, asking when federal tax law should respect that unity and when it should recognize particular components of, or changes to, a partner’s interest. The presentation considers these questions in a range of contexts, including profits interests and Section 83(b) elections, recapitalizations, earnouts, options, convertible equity, and redemptions of partnership interests.

      Moderator: Rachel Kleinberg
      Paper Author/Lead Presenter: Adam Kool
      Commentator: Jen Ray
      Commentator: David Weisbach

      Panel 3 Paper
      Panel 3 Slides

  • Break
    • 3:05pm - 3:25pm
  • Panel 4: Too Many Notes? Approaches to Writing Tax Guidelines
    • 3:25pm - 5:10pm

    • This panel would discuss the policy question of whether taxpayers and the IRS (and courts in resolving disputes) are better served by guidance that is (i) short and limited in scope, (ii) broader in scope but with general rules or principles or (iii) long, detailed and comprehensive.  Each approach has its pros and cons, and no single approach works well in all situations. The answer to the basic policy question may impact (i) the form of guidance, (ii) the substance of guidance, (iii) the amount of IRS and Treasury recourses required to issue any particular guidance, (iv) the number of completed guidance projects, (v) the ease of administration (by the IRS) and application (by taxpayers) of guidance, and (vi) the validity of the guidance.    

      Co-Moderators: David Schnabel and Karen Sowell
      Commentator: Mike Desmond
      Commentator: Glen Kohl
      Commentator: Kevin Salinger
      Commentator: Eric Solomon
      Commentator: Tom West

  • Dinner
    • 6:30pm
    • RPM on the Water, 317 N. Clark Street
• Friday, November 6, 2026
  • Panel 5: Section 367(a) - Revisiting Outbound Transactions in a Post-Deferral World
    • 8:30am - 10:00am

    • The predecessor to today’s Section 367(a) outbound transfer regime first came into the Code in 1932.  The notion was simple: the application of the tax-free reorganization/exchange provisions of subchapter C to transactions involving foreign corporations could permit abuse by allowing asset gain to escape the U.S. taxing jurisdiction.  In the following years the context in which Section 367(a) operated shifted dramatically, with progressive rounds of new rules to tax U.S. shareholders on their foreign subsidiaries’ gains, culminating in the TCJA (and the OBBBA) virtually eliminating the potential for assets transferred to CFCs to escape the U.S. taxing jurisdiction.  After this much change in the landscape, one must ask what abuse does (or should) Section 367(a) now prevent?

      This paper examines the history of Section 367(a) and relevant changes to the U.S. international tax paradigm and considers the continuing role of Section 367(a) in light of such changes.    

      Moderator: Eric Sensenbrenner
      Paper Author/Lead Presenter: Aaron Junge
      Commentator: John Stowell
      Commentator: Bret Wells

      Panel 5 Paper
      Panel 5 Slides

  • Break
    • 10:00am - 10:20am
  • Panel 6: Monarch for a Day
    • 10:20am - 11:50am

    • Topic: 734(b)
      Speaker: Craig Gerson 
      Moderator: Eric Sloan 
      Panelist: Christine Mainguy

      The worst-kept secret in subchapter K is that section 734(b) is broken: these basis adjustments frequently affect the wrong partners; they don't "play nicely" with section 743(b); and practical challenges surrounding administrability cause some practitioners to simply make up their own rules.  No more! Having been granted authority to re-write the section 734(b) rules for use solely within the Gleacher Center for the duration of the conference, we will articulate the pitfalls of the current rules, including clashes with other tax provisions, such as sections 704(c), 751, 752, and 1245, and will propose a new world order in which section 734(b) adjustments apply equitably across partnerships and their partners, harmonizing the interests of taxpayers and the government alike.  Rejoice!

      Panel 6 Paper (Part One) 

      Panel 6 Slides (Part One)

       

      Topic: Zero Basis
      Speaker: Isaac Wheeler
      Moderator: Eric Sloan 
      Panelist: Christine Mainguy

      Zero basis issues have bedeviled the tax community for decades (perhaps longer than anyone attending the tax conference this year has been practicing), and they have attracted considerable attention from the courts, the government, and commentators.  This panel will focus on these issues in the partnership context, exploring when, whether, and how zero basis emerges, questioning whether and how (or when) it really matters, and asking whether, at least for zero basis issues, there is or should be a partnership tax exceptionalism.

      Panel 6 Paper (Part Two)
      Panel 6 Slides (Part Two)