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Overview
Spot the Exposure Before the Deal Closes
A single overlooked tax issue can turn into a post-closing dispute or an unexpected tax bill for your client. Our experienced faculty will walk you through reviewing deal documents and financials, spotting entity structure pitfalls, depreciation and basis traps, passive activity exposure, and cross-border withholding gaps. Leave with a practical diligence framework you can apply to your next acquisition, disposition, or restructuring. Protect your clients, support stronger deal terms, and add measurable value to every transaction you touch - register today!
- Evaluate entity structures for hidden tax exposure before a deal closes.
- Identify debt and basis red flags that affect investor liability and loss limitations.
- Spot depreciation recapture and cost segregation risks during financial review.
- Recognize passive activity and Real Estate Professional Status issues that affect deal value.
- Catch unresolved Section 1031, 453, and 1033 issues carried over from prior transactions.
- Confirm FIRPTA withholding compliance and foreclosure-related income exposure.
Abbreviated Agenda
- Entity Structure and Debt Diligence: What to Review First
- Depreciation and Operational Tax Exposure
- Diligence on Prior Tax-Deferred Transactions
- Cross-Border and Distressed Asset Exposure
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Credit Details
Credits Available
| Credit | Status | Total |
|---|---|---|
| Alaska CLE |
|
3 Total |
| Alabama CLE |
|
3 Total |
| Arkansas CLE |
|
3 Total |
| Arizona CLE |
|
3 Total |
| California CLE |
|
3 Total |
| Colorado CLE |
|
4 Total |
| Connecticut CLE |
|
3 Total |
| Delaware CLE |
|
3 Total |
| Florida CLE |
|
3.5 Total |
| Georgia CLE |
|
3 Total |
| Hawaii CLE |
|
3 Total |
| Iowa CLE |
|
3 Total |
| Idaho CLE |
|
3 Total |
| Illinois CLE |
|
3 Total |
| Indiana CLE |
|
3 Total |
| Kansas CLE |
|
3.5 Total |
| Kentucky CLE |
|
3 Total |
| Louisiana CLE |
|
3 Total |
| Maine CLE |
|
3 Total |
| Minnesota CLE |
|
3 Total |
| Missouri CLE |
|
3.6 Total |
| Northern Mariana Islands CLE |
|
3 Total |
| Montana CLE |
|
3 Total |
| North Carolina CLE |
|
3 Total |
| Nebraska CLE |
|
3 Total |
| New Hampshire CLE |
|
3 Total |
| New Jersey CLE |
|
3.6 Total |
| New Mexico CLE |
|
3 Total |
| Nevada CLE |
|
3 Total |
| New York CLE |
|
3.5 Total |
| Ohio CLE |
|
3 Total |
| Oklahoma CLE |
|
3.5 Total |
| Pennsylvania CLE |
|
3 Total |
| Rhode Island CLE |
|
3.5 Total |
| South Carolina CLE |
|
3 Total |
| Tennessee CLE |
|
3 Total |
| Texas CLE |
|
3 Total |
| Utah CLE |
|
3 Total |
| Virginia CLE |
|
3 Total |
| Vermont CLE |
|
3 Total |
| Washington CLE |
|
3 Total |
| Wisconsin CLE |
|
3.5 Total |
| West Virginia CLE |
|
3.6 Total |
| Wyoming CLE |
|
3 Total |
| Arizona CPE for Accountants |
|
3.5 Total |
| New York CPE for Accountants |
|
3.5 Total |
| Washington CPE for Accountants |
|
3.5 Total |
| Wisconsin CPE for Accountants |
|
3.6 Total |
| CPE for Accountants/NASBA |
|
3.5 Total |
Select Jurisdiction
CLE
Other
Agenda
-
Entity Structure and Debt Diligence: What to Review First
- Reviewing Tiered Partnerships, LLCs, S-Corps, and REIT Structures for Tax Red Flags
- Operating and Partnership Agreement Issues: Special Allocations, Guaranteed Payments, and Capital Account Maintenance
- Confirming Debt Allocations: Recourse vs. Non-Recourse Treatment and the “At-Risk” Rules
- Verifying Basis Calculations Before Closing
-
Depreciation and Operational Tax Exposure
- Auditing Cost Segregation Studies and Bonus Depreciation Claims
- Passive Activity Loss Rules: Confirming Section 469 Compliance
- Real Estate Professional Status: Verifying Qualifications and Catching Common Errors
- Section 199A Passthrough Deduction: Confirming Eligibility for Rental Activities
-
Diligence on Prior Tax-Deferred Transactions
- Reviewing Outstanding Like-Kind Exchange Obligations and Replacement Property Compliance
- Confirming Installment Sale Reporting Under Section 453
- Verifying Opportunity Zone Basis Step-Ups and Holding Period Requirements
-
Cross-Border and Distressed Asset Exposure
- FIRPTA Compliance: Confirming Withholding Obligations for Foreign Sellers
- Reviewing Cancellation of Debt Income from Prior Workouts and Foreclosures
- Section 1033 Involuntary Conversion Issues Surfacing in Diligence
Who Should Attend
This program is designed for attorneys. Accountants, tax-planning specialists, real estate investors, and paralegals may also benefit.
Speakers
Speaker bio
Saul B. Abrams
is of counsel at Fedder and Garten. He advises clients on taxation, business planning, choice of entity, and estate planning. Mr. Abrams is particularly familiar with the overlapping tax, business, and estate planning issues, which overlap and interact concerning closely held family businesses. He also has extensive experience with cross-border tax matters, with current and prior experience advising Canadians and other foreign nationals about the most efficient and beneficial approach to US tax matters. Mr. Abrams has previously practiced with nationally and internationally recognized firms and clerked for Judge Mark V. Holmes of the United States Tax Court. He is admitted to practice law in Maryland.
Speaker bio
Matthew E. Rappaport
chairs Falcon Rappaport & Berkman LLP's Taxation and Private Client groups. He concentrates his practice in taxation as it relates to real estate, closely held businesses, private equity funds, family offices, and trusts and estates. Mr. Rappaport advises clients regarding tax planning, structuring and compliance for commercial real estate projects, all stages of the business life cycle, generational wealth transfer, family business succession, and executive compensation. He also collaborates with other attorneys, accountants, financial advisors, bankers, and insurance professionals when they encounter matters requiring a threshold level of tax law expertise. Mr. Rappaport earned his J.D. degree and his Master of Laws in taxation from Georgetown University Law Center. He is a member and admitted to practice in the state of New York and the U.S. Tax Court.
Speaker bio
Samuel J. Brady
is an associate with FRB's Taxation Group. He focuses his practice on taxation as it relates to real estate, Section 1031 and 1033 exchanges, quality opportunity zone investments, qualified real estate professional issues, and corporate and partnership reorganizations. Mr. Brady's tax controversy practice includes representing clients before the Internal Revenue Service, New York State Department of Taxation and Finance, New York City Department of Finance, and North Carolina Department of Revenue. While in law school, he participated in the Charlotte Center for Legal Advocacy Low-Income Taxpayer Clinic, where he assisted in the representation of clients before the North Carolina Department of Revenue and the IRS. Mr. Brady was also the symposium editor of the Wake Forest University School of Law Journal of Law & Policy.
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