Chairmen:
Adam Halpern, Fenwick & West LLP, Mountain View, CA
Fred Chilton, McDermott Will & Emery, Palo Alto, CA
Monday, July 14, 2008
7:30AM Registration and Continental Breakfast
8:30AM Chairperson's Introduction and Overview
9:00AM Overview of Subpart F Provisions - Basic Mechanics
- What is a Controlled Foreign Corporation?
- Effect of voting agreements, etc. on CFC determination
- Basic mechanics of subpart F
- Overview of subpart F income definition
- Exceptions to subpart F income definition, including the E&P limitation, de minimis exception, full inclusion rule, and high-tax exception
- Calculating the Section 960 Credit for Deemed Inclusions
- Introduction to previously taxed income accounts
Tim Fitzgibbon, Fenwick & West LLP, Mountain View, CA
10:30AM Refreshment Break
10:45 AM Section 954(d) – Foreign Base Company Sales Income
- Review of the foreign base company sales income rules of § 954(d)
- Consideration of the IRS’s recent attack on the “its” defense.
- Review of the application of the Branch Rule of § 954(d)(2)
- Consider the development of the IRS’s response to contract manufacturing structures
- Detailed review and analysis of the newly proposed manufacturing regulations
Adam Halpern, Fenwick & West LLP, Mountain View, CA
12:15PM Lunch
1:15PM Interaction of Subpart F and Subchapter K Provisions
- Using foreign partnerships v. corporations in joint venture planning
- The Tax Court and Eighth Circuit decisions in Brown Group v. Commissioner
- Discussion of final Brown Group regulations
- Application of Rev. Rul. 90-112, and the consequences of holding United States property through partnerships
- Developments Resulting from the American Job Creation Act
Victor Ng, Fenwick & West LLP, Mountain View, CA
2:45PM Refreshment Break
3:00PM Overview of Sections 954(c) and 954(e)
- Detailed review of foreign personal holding company income definition.
- Calculating foreign base company services income and application of the substantial assistance rules
- Review of the foreign base company service rules.
- Consideration of the application of foreign base company services rules to check-the-box subsidiaries
- Developments Resulting from the American Job Creation Act
Fred Chilton, McDermott Will & Emery, Palo Alto, CA
4:30PM Seminar Adjourns for the Day
Tuesday, July 15, 2008
8:00AM Continental Breakfast
8:30AM Chairperson's Review of Day 1 and Introduction to Day 2
9:00AM Section 956 - CFC Investments in United States Property
- Overview of section 956 and mechanics of deemed income inclusion
- Co-ordination of section 956 inclusions and subpart F inclusions
- Definition of “United States Property”
- Application of Notice 88-108 and discussion of decision in Jacob’s Engineering
Bart Bassett, Morgan Lewis & Bockius, Palo Alto, CA
10:15AM Refreshment Break
10:30AM Section 959 – Previously Taxed Income of a CFC
- Review of the PTI provisions of § 959
- Analysis of the foreign currency implications of PTI distributions
- Consideration of PTI planning techniques
Rod Donnelly, McDermott Will & Emery LLP, Palo Alto, CA
12:00PM Lunch
1:00PM Closing Out an Investment in a CFC - Section 1248 and 367(b)
- Overview of section 1248 and calculation of the section 1248 amount
- Foreign tax credit consequences of recognizing section 1248 amount, interaction with sections 338(g) and 338(h)(16), discussion of CCA 200103031
- Planning for dispositions of CFC stock; discussion of “check and sell” technique for sales of first-tier and lower-tier CFCs
- Special rules for U.S. taxpayers disposing of CFC stock in transactions that ordinarily qualify for tax-free treatment
- Dispositions of CFC stock through a partnership
Alan Cathcart, KPMG, Los Angeles, CA
2:15PM Refreshment Break
2:30PM Roundtable Discussion Concerning Practical Considerations of Structuring, Maintaining and Defending a Manufacturing Structure In the Context of the Newly Proposed Manufacturing Regulations
Rod Donnelly, McDermott Will & Emery, Palo Alto, CA
Bart Bassett, Morgan Lewis Bockius LLP, San Francisco, CA
Ward Connelly, Fenwick & West LLP, Mountain View, CA
Michael DiFronzo, IRS Chief Counsel's Office, Washington D.C.
4:30 PM Conference Concludes