Creative Tax Planning for Real Estate Transactions

Real Estate / Land Use dvanced Course for In-house nd Outside Counsel n location and webcast The American Law Institute Continuing Legal Education Creative Tax Planning for Real Estate Transactions Wednesday-Friday, October 17-19, 2012 San Francisco (Bar Association of San Francisco Conference Center) and Live Video Webcast www.ali-cle.org/cu021 Master tax planning techniques that can make or break your commercial real estate transaction. In two and one-half days, you will learn: Creative but practical solutions to real-world problems Strategies and techniques for joint venturing, financing, development, operation, and disposition of commercial property Successful approaches to minimizing and deferring federal taxes You ll benefit further from lively panel discussions about the advantages and disadvantages of varying approaches and open mic breakfasts with the faculty featuring analysis of issues raised by registrants. ALI-ABA is now ALI CLE

Planning Chairs (also on faculty) Blake D. Rubin McDermott Will & Emery LLP, Washington, D.C. Richard E. Levine DLA Piper US LLP, Baltimore Faculty Terence F. Cuff Loeb & Loeb LLP, Los Angeles Adam Handler PricewaterhouseCoopers LLP, Los Angeles William T. Hutton Coblentz, Patch, Duffy & Bass LLP, San Francisco Leslie H. Loffman Proskauer Rose LLP, New York Mary Ann Mancini Bryan Cave LLP, Washington, D.C. David A. Miller Ernst & Young LLP, Dallas Sanford C. Presant reenberg Traurig, LLP, Los Angeles Raj Tanden Mintz, Levin, Cohn, Ferris, lovsky and Popeo, P.C., Los Angeles Dennis Tingey PricewaterhouseCoopers LLP, Phoenix Stefan F. Tucker Venable LLP, Washington, D.C. Andrea Macintosh Whiteway McDermott Will & Emery LLP, Washington, D.C. Lary S. Wolf Roberts & Holland LLP, New York ALI CLE Program Attorney: Thomas M. Hennessey (thennessey@ali-aba.org) Stephen D. Rose Munger, Tolles & Olson LLP, Los Angeles

Program All Times are Eastern Wednesday, October 17, 2012 7:00 a.m. Registration and Continental fast VIDEO WEBCAST SEMENT A $329 8:00 a.m. Fundamentals of Partnership Taxation (Optional Program for Participants Desiring Additional Background) Messrs. Levine and Rubin 9:00 a.m. Introductory Remarks ALI CLE Staff 9:05 a.m. The Year in Review Mr. Tucker 10:00 a.m. Hot Topics in Partnership and Real Estate Taxation Messrs. Loffman and Wolf and Ms. Whiteway 11:00 a.m. Networking and Refreshment 11:15 a.m. Estate Planning for Real Estate Owners in Changing Times Messrs. Levine and Tucker and Ms. Mancini 12:30 p.m. Lunch VIDEO WEBCAST SEMENT B $329 2:00 p.m. Partnership Agreement Drafting Session: How To Structure and Document Joint Ventures Messrs. Loffman, Presant, and Wolf 3:30 p.m. Networking and Refreshment 3:45 p.m. Handling Partnership Mergers and Divisions Messrs. Loffman, Rubin, and Wolf 4:45 p.m. New Proposed Repair Regulations Mr. Tingey 5:30 p.m. Adjournment for the Day Thursday, October 18, 2012 8:00 a.m. Open Mic Questions and Answers and Continental fast with the Faculty VIDEO WEBCAST SEMENT C $329 9:00 a.m. Structuring Leveraged Partnerships Messrs. Cuff, Rubin, and Tanden and Ms. Whiteway ALI CLE Curriculum Real Estate/Land Use ALI CLE s pragmatic real estate and land use curriculum reflects four decades of experience in combining traditional and emerging topics in dynamic courses renowned nationwide. The three dozen programs are recognized for distinguished faculties and presentation of all sides in commercial transactions, eminent domain cases, and land use planning. Whether it s a multi-day course, hot topic webcast seminar, or publication, ALI CLE s constantly refreshed real estate and land use offerings are practice-oriented with tools to hone skills. ALI CLE s curriculum in bankruptcy, environmental law, and other related fields further enrich these resources, as do its law practice, lawyering skills, and ethics offerings. Registration for ALI CLE courses includes free online access to the program archives, as well as study materials in a searchable electronic document.

10:00 a.m. Making Section 704(c) Work for You Messrs. Rubin and Tanden and Ms. Whiteway 11:00 a.m. Networking and Refreshment 11:15 a.m. Real Estate and Partnership Workouts Messrs. Cuff, Rose, and Tanden 12:30 p.m. Lunch VIDEO WEBCAST SEMENT D $329 2:00 p.m. Conservation Easements Mr. Hutton 3:00 p.m. Tax Treatment of Lease Terminations, Inducements and Incentives Messrs. Handler and Levine 3:45 p.m. Networking and Refreshment 4:00 p.m. Hot Like-Kind Exchange Issues Messrs. Cuff, Handler, and Miller 5:30 p.m. Adjournment for the Day Friday, October 19, 2012 8:00 a.m. Open Mic Questions and Answers and Continental fast with the Faculty VIDEO WEBCAST SEMENT E $329 9:00 a.m. Creative Planning To Control Partnership Liability Allocations Messrs. Miller, Rose, and Rubin 10:00 a.m. Networking and Refreshment 10:15 a.m. Tax-Free Equity Extraction Techniques Messrs. Miller, Rose, and Rubin 12:00 noon Adjournment Note: The discussions include at least one full hour on ethics and professional responsibility issues, as accepted as such by most, but not all, MCLE jurisdictions. Total 60-minute hours of instruction, including open mic Q&A sessions: 18.75 22.5 CPE credit hours in Real Estate and/ or Taxation (live group and group internet based program) Here s what registrants have said about recent presentations of this course: This was the most useful and interesting continuing education program I have done in a long time, possibly ever! I would definitely attend this course again. A monumental effort was made to have the best practitioners present their materials. The quality of the course more than met my expectations. I have been attending this course and its progenitor since 1976 and it is just the best course out there. Deep coverage of sophisticated issues. Very hands-on useful knowledge, strong answers for various questions.

ALI CLE s Forms Library Subscriptions Legal forms are designed to solve current client problems, and then adapt as clients and problems change. ALI CLE has collected thousands of forms, designed by the top practitioners in their fields and ready for you to adapt to your own clients concerns. All editable. All practice-tested. And now all available in subscription practice area libraries. Subscribe to a specific practice area within ALI CLE s Forms Library for as little as $99 per year, or subscribe to the entire library. Whichever option you choose, your annual cost will represent huge savings over buying the forms separately. Practice Area Libraries Available for Annual Subscription Banking Bankruptcy Business Organizations/Corporate Law Commercial Law/UCC Elder Law Employee Benefits Employment and Labor Law Environmental Estate Planning Land Use Real Estate Securities To learn more or subscribe: www.ali-cle.org/formslibrary ALI CLE s Forms Library: The Evolution of Higher Forms On location: Maximize your CLE experience. Learn from the best and network with other serious practitioners. Register one person from your firm for this course and get all subsequent registrations at 50% off. Up to 50% off from ALI CLE superb instruction and practical advice available in multiple formats providing numerous ways to further your knowledge while satisfying your CLE requirements Webcast: Can t attend? Register for the live webcast or any of its segments and participate by asking questions online, in real time, and get our famous course materials via searchable PDF. Interrupt your viewing at any time and catch up later with the free online archive. et all the information you need, and satisfy your CLE needs, without leaving your office. $1,149 / $329 roup Webcast: Schedule a convenient group viewing of this course for two or more people and save on tuition. Provide your firm or department with access to the finest legal talent and train more people at a lower cost without the additional expense or time constraints of travel. Up to 30% off On-demand CLE: Online audio and/or video and searchable (PDF) course materials are available 24/7 for every course and course segment. Free To Registrants DVD / CD-ROM / Audio MP3 Watch or listen to ALI CLE s renowned courses in your car, home, or office on your computer, DVD player, or MP3 player at your own pace. $929 / $729 Print + Digital Course Materials ALI CLE s acclaimed course materials are available in print or electronically and can be purchased before or after the course. $249

how to register online www.ali-cle.org/cu021 phone 1-800-CLE NEWS fax 215-243-1664 mail return the form on the back panel of this brochure to: REISTRAR, ALI CLE, 4025 Chestnut Street, Philadelphia, PA 19104-3099 ET MANDATORY CLE AND CPE CREDIT Virtually all ALI CLE programs receive CLE credit in AK, AL, AR, AZ, CA, CO, DE, FL, A, HI, IA, IL, IN, KS, KY, LA, ME, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VT, WA, WI, and WV. Upon request, ALI CLE will apply for CLE credit in ID, OR, and WY. This course is expected to qualify for 18.75 credits, including one ethics credit, in 60-minute MCLE jurisdictions; and for 22.5 credits, including 1.2 ethics credits, in 50-minute MCLE jurisdictions. In NY, this course is appropriate for both newly admitted and experienced attorneys. For specific information on CLE, CPE, or other professional accreditation in your state, please e-mail the MCLE Team at TeamMCLE@ali-aba.org, go to http://www.ali-aba.org/mcle, or call 1-800-CLE-NEWS. NASBA ALI CLE is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN 37219-2417. Web site: www.nasba.org. For more information regarding ALI CLE s administrative policies, such as complaint and refund, please call Customer Service at (800) CLE-NEWS. CPE credit hours for this course: 22.5 in Real Estate and/or Taxation (grouplive and group-internet-based program). Learning Objectives: Maintenance of professional competence as a practitioner; provision of information on recent developments Suggested Prerequisite: Experience in practice in subject matter or completion of Basic CLE/ CPE Course in subject matter Level of Instruction: Advanced COURSE LOCATION The course will be presented at the Bar Association of San Francisco Conference Center, 301 Battery Street, 3rd Floor, San Francisco. Nearby parking garages include: One Embarcadero, (415) 421-6405; Two Embarcadero Center, (415) 772-0670, and One Maritime Plaza, 300 Clay Street, San Francisco (415) 433-4722. HOTEL ACCOMMODATIONS A limited block of rooms has been reserved at The Huntington Hotel. Room rate: $335 per night, single or double occupancy. These rooms will be held as a block, unless exhausted, until September 17, at which time they will be released to the general public. Registrants must make their own hotel reservations and request a room in the ALI CLE block to qualify for the discounted room rate. Room reservations may be made by calling The Huntington Hotel, 1075 California Street, San Francisco, CA 94108; phone 415-474- 5400. Confirmations will be sent by the hotel. Please read the cancellation policy carefully. Other hotels convenient to the Bar Association of San Francisco Conference Center include: Club Quarters, 424 Clay Street, (415) 392-7400 The Fairmont San Francisco, 950 Mason Street, (415) 772-5000 Harbor Court Hotel, a Kimpton Hotel, 165 Steuart Street, (415) 882-1300 Hilton San Francisco Financial District, 750 Kearny Street, (415) 433-6600 Hotel des Arts, 447 Bush Street, (415) 956-3232 Hotel North Beach, 935 Kearny St, (415) 986-9911 Hyatt Regency San Francisco, 5 Embarcadero Center, (415) 788-1234 Mandarin Oriental, 222 Sansome Street, (415) 276-9888 Le Meridien San Francisco, 333 Battery Street, (415) 296-2900 Omni San Francisco Hotel, 500 California Street, (415) 677-9494 The Stanford Court Renaissance San Francisco Hotel, 905 California Street, (415) 989-3500 o to www.ali-cle.org/cu021 for more info about: registration/cancellation/requirements for persons with disabilities/scholarships ALSO FROM ALI CLE: Tax Exempt Organizations: An Advanced Course October 18-19, 2012 Washington, DC and Video Webcast www.ali-cle.org/cu020 Eminent Domain and Land Valuation Litigation January 24-26, 2013 Miami Beach, FL and Video Webcast www.ali-cle.org/cu027 SOCIAL NETWORKIN Start interacting with other course registrants and faculty through these social networking tools. Post topics you would like to see covered during the course, discuss hot topics, and make lunch and dinner plans with other on-site attendees. LinkedIn: http://linkd.in/nhlael Twitter: #CTP4RE

Creative Tax Planning for Real Estate Transactions www.ali-cle.org/cu021 et creative but practical solutions to realworld problems that arise on a daily basis in the practices of our nationally-recognized faculty. In this environment of opportunity, upheaval, and uncertainty, professionals involved in commercial real estate cannot afford to miss this conference. This advanced course, comprising more than 18 hours of instruction, concentrates on sophisticated planning techniques for dealing with the multifaceted federal income tax consequences of real estate investments and transactions. The emphasis is on imaginative but practical solutions, including strategies and techniques for joint venturing, financing, development, operation, and disposition, whether through sale, tax-free exchange, or contribution to another entity. Successful approaches must minimize and defer tax while achieving the business goals of the parties in a complex legal and regulatory environment. This year s program features panel discussions that allow for an exchange of ideas and exploration of the advantages and disadvantages of different approaches and solutions. Once again, we have brought together the nation s leading experts in the field from across the country. Open mic breakfasts with the faculty allow time for extended discussion of questions and issues raised by registrants. Ethics issues are covered in various panels as appropriate.

Online www.ali-cle.org/cu021 Phone 1-800-CLE NEWS FAX 215-243-1664 Mail Registrar, ALI CLE, 4025 Chestnut Street, Philadelphia, PA 19104-3099 Creative Tax Planning for Real Estate Transactions San Francisco, CA, October 17-19, 2012 $1,449 Please enter registration(s) CU021 Please provide my course materials as a (choose only one): О Printed course book О USB drive Video Webcast $1,149 / $329 The entire program. Tuition: $1,149 WAU021 Webcast Segment A. Tuition: $329 WAU021A Webcast Segment B. Tuition: $329 WAU021B Webcast Segment C. Tuition: $329 WAU021C Webcast Segment D. Tuition: $329 WAU021D Webcast Segment E. Tuition: $329 WAU021E Can t attend? You don t have to miss anything! Order the: DVD (video), including a complimentary MP3 CD-ROM and PDFs of the course materials $929 AU021V Audio MP3 CD-ROM (including PDFs of the course materials) $729 AU021 Printed course materials only $249 SU021 Tuition discounts ALI CLE offers tuition discounts for full-time government employees, recent law school graduates, and retired senior lawyers. If you are a member of any of these groups, please check the appropriate box below, and the corresponding discount will be applied. Discounts valid for on-site course, live webcast, and webcast segments only. Cannot be combined with other offers. I am a full-time employee of the federal, a state, or a local government or governmental agency: 30% tuition discount I am a recent law school graduate (<5 years): 30% tuition discount I am a retired senior lawyer (65 or older): 50% tuition discount $ Total j Check enclosed (payable to ALI CLE) Please charge to my credit card: j AMEX j DISCOVER j MasterCard j VISA Card no.: Card expiration date: / signature e-mail address (required for webcasts and online subscriptions) CU021 American Law Institute Continuing Legal Education 4025 Chestnut Street, Philadelphia, PA 19104-3099 NONPROFIT OR U.S. Postage PAID ALI-ABA