Practice News

OUTSIDE TAX BASIS: On November 17, 2022, Mr. Pace participated in a 2-person, in-person panel discussion regarding various issues related to the outside tax basis held by taxpayers in S corporations and partnerships. He made the presentation as part of the Real Estate Conference sponsored by CalCPA. The presentation discussed rules related to the reporting of tax capital accounts by partnerships and shareholder tax bases by S corporations.

FUNDAMENTALS OF PARTNERSHIP TAXATION: On July 7, 2022, Mr. Pace made an hour long presentation that covered the partnership tax provisions of Subchapter K of the Internal Revenue Code in a webinar sponsored by the Taxation Section of the Beverly Hills Bar Association. The presentation generally covered issues related to entity classification, formation, operation, liquidation and reorganization of entities classified as partnerships for Federal income tax purposes.

CHOICE OF ENTITY FOR START-UPS: On June 6, 2022, Mr. Pace participated in a 2-hour panel discussion on "Choice of Entity" for start-up busineses. The presentation was part of a series of presentations comprising the "Start-up and Family Business Initative" sponsored by the Beverly Hills Bar Association. Mr. Pace focused on the use of limited partnerships and limited liability companies and their advantages and disadvantages relative to C and S corporations.

COCKTAIL WITH A SERIOUS PUNCH: In September 2021, Mr. Pace made his first post-Covid in-person presentation to the Taxation Section of the Pasadena Bar Association. His presentation was on the business interest limitations of IRC Section 163(j) as applied to partnership, entitled "A Cocktail with Serious Punch -- Business Interest Expense Mixed with Partnerships." The presentation focused on rules of IRC Section 163(j) unique to partnerships, but also discussed exempted small businesses and other issues related to IRC Section 163(j) generally.

PREPARING FOR A SUCCESSFUL BUSINESS: In August 2021, Mr. Pace participated in a webinar sponsored by the Beverly Hills Bar Association entitled "Preparing for a Successful Sale of a Business." Mr. Pace spoke primarily on the diffrences between a stock (onwership interest) sale and an asset sale with a C corporation, S corporation or partnership as a seller.

HAN V. HALLBERG ARTICLE: Mr. Pace wrote an article regarding the appeal of Han v. Hallberg, that is currently pending at the California Supreme Court. The article appears in Issue 1 2020 of Business Law News, the official publication of the Business Law Section of the California Lawyers Association, and was released in March 2020. The article discusses whether an ordinary estate planning trust can be a partner of a partnership or a member of a limited liability company under California law.

ANNUAL MEETING OF THE TAXATION SECTION: On November 7, 2019, Mr. Pace was part of a panel for a seminar at the Annual Meeting of the Taxation Section of the California Lawyers Association in San Diego. The panel took a "deep dive" into IRC Section 199A by working through various examples in the 199A Final Regulations. The panel included a lawyer from the National Office of IRS Chief Counsel, who worked on the "safe-harbor" guidance for rental real property.

SECTION 199A PLANNING IDEAS: On September 6, 2019, Mr. Pace made a presentation to the Beverly HIlls-West Hollywood Discussion Group of the LA Chapter of the California CPA Society regarding the recently issued Final Treasury Regulations issued under IRC Section 199A. The presentation focused on planning ideas.

ANNUAL CLA SEMINAR: On June 28, 2019, Mr. Pace reprised his presentation on June 4th regarding the recently issued Final Treasury Regulations issued under IRC Section 199A, as a co-presenter at the Annual Income Tax/Other Seminar in San Diego sponsored by the California Lawyers Association. Mr. Pace again discussed rental real estate, specified service trades or businesses and other aspects of the Final Regulations.

SECTION 199A FINAL REGS. PRESENTATION: On June 4, 2019, Mr. Pace made a presentation to the San Fernando Valley Discussion Group of the LA Chapter of the California CPA Society regarding the recently issued Final Treasury Regulations issued under IRC Section 199A. Mr. Pace discussed rental real estate, specified service trades or businesses and other aspects of the Final Regulations.

163(j) INTEREST EXPENSE LIMITATION PRESENTATION: On April 24, 2019, Mr. Pace made a presentation to the Torrance Discussion Group of the LA Chapter of the California CPA Society regarding the recently enacted limitation on the deductibility of business interest expense under IRC Section 163(j). Mr. Pace premised his presentation on a Powerpoint presentation prepared by the Joint Committee on Taxation.

PARTNERSHIP TAX PRESENTATION TO CLA ANNUAL TAX MEETING: On November 9, 2018, Mr. Pace joined a panel discussion at the Annual Meeting of the California Lawyers Association regarding partnership tax provisions of the 2017 TJCA. A substantial portion of the presentation focused on the Pass-through Deduction of Section 199A, but the presentation also discussed limitations on business interest and other tax issues.

PASS-THROUGH DEDUCTION PRESENTATION: On August 29, 2018, Mr. Pace joined a panel presentation sponsored by the Taxation Section of the Beverly Hills Bar Association. The panel focused in detail on the Proposed Regulations issued under IRC Section 199A. Among other topics, the panel discussed trades or businesses under that Section, aggregation, specialized service trades or businesses, W-2 and basis (UBIA) issues, and anti-abuse rules.

STAYING ABOARD S CORPORATIONS -- STILL FLOATING: On June 4, 2018, Mr. Pace spoke again regarding S corporations, with a special emphasis on the issues raised by the 2017 Tax Act. He made the presentation to the Pasadena discussion group of the Los Angeles Chapter of the CalCPA Society. Among other topics, Mr. Pace spoke about C corporations vs. S corporations, reasonable and unreasonable compensation, interest expense and shareholder loans.

2017 TAX ACT PRESENTATIONS: In January and February 2018, Mr. Pace made several presentations regarding the recently enacted 2017 Tax Act, including a presentation to the Westside discussion group of the Los Angeles Chapter of the CalCPA Society. Among other topics, Mr. Pace focused on the Pass-Through Deduction of Section 199A, changes in rates, use of losses, limitations on business interest expense, and other S corporation and partnership tax changes.

STAYING ABOARD S CORPORATIONS -- REPRISE: On January 19, 2017 and again on April 21, 2017, Mr. Pace made additional presentations with that title, which focused on current issues involving S corporations. He made the January presentation to the Taxation Section of the Los Angeles County Bar Association and the April presentation to the Taxation Section of the Pasadena Bar Association. Among other topics, Mr. Pace focused on issues related to converting limited liability companies to S corporations, unreasonably low compensation, and relatively new rules related to shareholder loans.

STAYING ABOARD S CORPORATIONS: On October 25, 2016, Mr. Pace made a presentation with that title on current issues involving S corporations to the LAX/South Bay group of the Los Angeles Chapter of the California CPA Society. Among other topics, the presentation covered the relatively recent rules regarding open account and shareholder debt, LLCs as S corporations, trusts as S corporation shareholders, and treatment under the net investment income tax. On November 4, 2016, Mr. Pace made a similar presentation to the Beverly Hills/Hollywood group of the Los Angeles Chapter of the California CPA Society.

LLC FEE ARTICLE: On August 29, 2016, State Tax Notes, a national publication prepared by Tax Analysts, published an article written by Mr. Pace entitled "Zombies, Immortality, and California's LLC Fee." The article sets forth the history of California's LLC Fee, why the LLC Fee should not apply to real property held for sale in the ordinary course of business sold at a loss and explained why FTB Ruling 2016-1 should be withdrawn.

SEMINAR RE PARTNERSHIP TAX ISSUES: On June 24, 2016, Mr. Pace co-presented at the 2016 Income Tax Seminar at Whittier Law School in Costa Mesa, CA, at an event sponsored by the Taxation Section of the California State Bar. Mr. Pace spoke on current partnership tax issues, including allocations under IRC Section 704 and the new partnership audit rules that generally will replace TEFRA for taxable years beginning in 2018.

CALIFORNIA PAPER RE IRC SECTION 1031: On March 3, 2016, Mr. Pace co-authored a paper with other California tax practitioners that he submitted to the California Franchise Tax Board. The paper addresses the potential taxation by California of gains realized from the sale of California real property, but deferred with the acquisition of property located outside of California in an exchange under IRC Section 1031. Mr. Pace hopes that the paper will positively affect forthcoming regulations implementing AB 92 (2013) and CR&T Section 18032.

WEBINAR ON TAXATION OF DAMAGE RECOVERIES: On January 28, 2016, by popular request (or so Mr. Pace hopes), Mr. Pace co-hosted a webinar sponsored by the Taxation, ADR and Civil Litigation Sections of the San Diego County Bar Association again focusing on the tax consequences of damage recoveries arising from litigation. The webinar focused on practical issues and considerations for plaintiffs, defendants and lawyers, as well as necessary tax rules.

THE RULLCA UNIVERSE: Over the Summer and Fall of 2015, Mr. Pace posted on LinkedIn a 13-part series on California's new Revised Uniform Limited Liability Company Act (RULLCA) as the social media chair of the Partnerships and LLC Committee of the Business Law Section of the California State Bar. Each series posed questions and answers about various aspects of RULLCA, such management, fiduciary duties, the operating agreement and other topics. Log onto LinkedIn, go to the Business Law Group and test your knowledge and sense of humor.

PRESENTATIONS RE TAXATION OF DAMAGE RECOVERIES: On June 11, 2015, Mr. Pace co-hosted a webinar sponsored by the Income Tax Other Committee of the Taxation Section of the California State Bar focusing on the tax consequences of damage recoveries arising from litigation. The presentation using a panel format addressed the income tax consequences to the taxpayer making the damage payment as well as to the recipient and discuss exclusions and planning alternatives. On June 24, 2015, Mr. Pace reprised that presentation with an in-person seminar for the Taxation Section of the Beverly Hills Bar Association in their offices in Beverly Hills.

SOUTH BAY PRESENTATIONS: On February 21, 2015, Mr. Pace made a presentation at a gathering of real estate investors, owners and brokers sponsored by local brokers, regarding selected California property tax issues related to residential real property. On March 27, 2015, Mr. Pace made a similar presentation to a group of lawyers, accoutants and other business professionals located in the South Bay. The presentations provided an overview of California real property tax issues, including exclusions from changes in ownership.

WEBINAR ON CHOICE OF ENTITY: On February 12, 2015, Mr. Pace co-hosted a webinar on choice of business entity issues sponsored by the Business Law Section of the California State Bar. The presentation focused on tax and non-tax considerations involved with various business entitites, including the impact of the 3.8% net investment income tax and California's new LLC act, RULLCA.

SACRAMENTO DELEGATION: On January 22 and 23, 2015, Mr. Pace traveled to Sacramento and took part in the 2015 Sacramento Delegation of the Taxation Section of the California State Bar. That Delegation meets annually with the legal staff of the Franchise Tax Board and Board of Equalization and other high ranking persons involved with taxation in the State of California. Mr. Pace presented a paper that proposes solutions to greatly simply the tax return and payment requirements of limited partnerships and LLCs that convert into each other during a taxable year.

SILICON VALLEY: To augment the business planning portion of his practice, Mr. Pace has begun spending more time handling matters in Silicon Valley. On September 17, 2014, Mr. Pace made a presentation to a leading law firm in Mountain View regarding partnership taxation. He made a similar presentation in November 2014 regarding the tax treatment of damage recoveries. He anticipates speaking in San Jose in the near future about income tax issues related to trusts and estates holding and disposing of interests in business entities, including S corporations and LLCs.

VENTURING INTO PARTNERSHIPS -- HOW TO - BEYOND THE BASICS: On January 30, 2014 and again on February 6, 2014, Mr. Pace co-presented webinars with Steve Turanchik of Paul Hastings LLP on the basics of partnership tax law. The events were co-sponsored by committees of the Taxation and Business Law Sections of the California State Bar. The first presentation focused on the basic structure of partnership income taxation and the second presentation focused on distributions, sales, mergers and other transactions involving partnerships.

INCOME TAXATION OF NON-GRANTOR TRUSTS AND ESTATES: On September 24, 2013, Mr. Pace spoke in El Segundo to the South Bay CPA Group regarding the income taxation of non-grantor trusts and estates. The presentation reviewed the deductions available to trusts and estates, including a deduction for distributable net income to beneficiaries, distributions of property in kind and various other income tax aspects of non-grantor trusts and estates.

TAXATION SPECIALIZATION REVIEW COURSE: On September 18, 2013, Mr. Pace spoke in Downtown Los Angeles at the review course for persons taking the examination to become Certified Specialists in Taxation Law in California. Mr. Pace presented a summary of the income taxation of C corporations, S corporations and partnerships based on a collective 40-page single space outline prepared by him on those topics. The summary covered most of the provisions of Subchapters C, K, and S of the Internal Revenue Code.

PLLC AND LEGISLATIVE ACTIVITIES: In April, 2013, Mr. Pace arranged a joint presentation in San Diego with the Young Tax Lawyers and the Partnerships and LLC Committee of the State Bar of California regarding the Revised Uniform LLC Act (RULLCA), which is to take effect in California in 2014. Mr. Pace wrote E-Bulletins on RULLCA during that same time period. In May and August 2013, Mr. Pace participated in telephone conferences regarding California legislation to address California's employment tax treatment of LLC members and clarify provisions enacted in 2010 in SB 1244.

PHANTOM MIGRAINE RETURNS: On January 15, 2013, Mr. Pace spoke to the TAXATION SECTION OF THE SAN FERNANDO BAR ASSOCIATION. On December 6, 2012, Mr. Pace spoke to the FINANCIAL PLANNING INTEREST GROUP OF THE CALIFORNIA CPA SOCIETY IN ORANGE COUNTY in Anaheim. Both presentations were about avoiding or minimizing the potential adverse income tax effects of liability discharges and voluntary and involuntary dispositions of collateral and focused on California anti-deficiency law changes and consequences.

WALKING ON THE EDGE: On October 3, 2012, Mr. Pace presented "Walking on the Edge with S Corporation: A Review of Critical Decisions" to the TAXATION SECTION OF THE BEVERLY HILLS BAR ASSOCIATION at their new location on Wilshire in the heart of Beverly Hills. The presentation focused on the impact of current developments on S corporation decisions, including among others making and revoking S elections, capitalizing with equity vs. debt, and transferring ownership of S corporation stock to QSSTs.

A PHANTOM MIGRAINE: On August 10, 2012, Mr. Pace spoke at a seminar sponsored by the CALIFORNIA SOCIETY OF CPAS, HOLLYWOOD/BEVERLY HILLS DISCUSSION GROUP. His presentation, entitled "A Phantom Migraine -- Coping with Cancellation of Debt Income," focused on avoiding and minimizing the tax consequences of debt restructings and foreclosures in California. On June 22, 2012, Mr. Pace made a similar presentation at a seminar sponsored by the INCOME TAX/OTHER COMMITTEE OF THE TAXATION SECTION OF THE CALIFORNIA STATE BAR in Costa Mesa, California. Mr. Pace made that presentation with Jeff Fields, a partner in the Irvine office of Windes & McClaughry Accountancy Corporation.

PARTNERSHIPS AND LLC COMMITTEE: In May 2012, Mr. Pace officially became a member of the PARTNERSHIPS AND LIMITED LIABILITY COMPANY (PLLC) COMMITTEE OF THE BUSINESS LAW SECTION OF THE CALIFORNIA STATE BAR. He will serve a three-year stint on the PLLC Committee. The PLLC Committee is a significant participant in keeping California LLC and partnership law current with other states.

CORPORATE AND PARTNERSHIP UPDATE: On January 31, 2012, Mr. Pace spoke to the SOUTH BAY GROUP OF THE CALIFORNIA CPA SOCIETY about federal and California corporate and partnership income tax current developments. On January 20, 2012, Mr. Pace spoke to the TAXATION SECTION OF THE PASADENA BAR ASSOCIATION on the same topics. The talks discussed proposed legislation, new final and proposed regulations and other topics on Federal and California tax developments affecting corporations, limited liability companies and other business entities.

CAL POLY POMONA -- FORECLOSURE OF RESIDENCES: On October 28. 2011, Mr. Pace participated in the first annual Tax Day at CALIFORNIA STATE POLYTECHNIC UNIVERSITY AT POMONA. He spoke on tax issues involved in the foreclosure of residential real property.

CALIFORNIA BAR ANNUAL MEETING: On September 18, 2011, Mr. Pace spoke on corporate and partnership current tax developments at the ANNUAL MEETING OF THE CALIFORNIA STATE BAR. The talk entitled "Rock, Paper, Scissors," addressed items of proposed legislation, anticipated regulations projects, recently enacted legislation and recent case law. In August 2011, he gave a similar, but longer presentation to the HOLLYWOOD/BEVERLY HILLS GROUP OF THE CALIFORNIA CPA SOCIETY, with perhaps the more apt title of "Can an Egg Toss Be As Messy."

CHOICE OF ENTITY: On July 6, 2011, Mr. Pace spoke on choice of entity issues for businesses at a luncheon sponsored by the TAXATION SECTION OF THE BEVERLY HILLS BAR ASSOCIATION. As typical, Mr. Pace expressed his general preference for limited liability companies, and if a corporation must be formed, for S corporations. The program was entitled "Choice of Entity -- An Elixir for US Business."

LACBA TAX NIGHT PRESENTATION: On June 15, 2011, Mr. Pace spoke on cancellation of indebtedness and debt workout issues related to partnerships with Yunna Barats, who leads the tax practice at the well-regarded Westside accounting firm of RBZ LLP. The presentation was part of Tax Night sponsored by the TAXATION SECTION OF THE LOS ANGELES BAR ASSOCIATION and entitled "LLC Boot Camp -- Shaping Up LLC Balance Sheets." Mr. Pace attempted to explain some of the recourse vs. nonrecourse debt nuances confronting limited liability companies and their members.

WASHINGTON DC DELEGATION: Mr. Pace participated in the May 1-3, 2011 Washington DC Delegation sponsored by the Taxation Sections of the California State Bar and Los Angeles County Bar Associations. As part of the delegation, he wrote and presented a paper advocating the withdrawal of Treasury Regulations that create uncertainty for sales of distressed real property by limiited liability companies and other tax partnerships. He expects one or more national tax publications to republish the paper and for the LACBA to post it on its website. Mr. Pace has guarded optimism for the adoption of the paper's proposals since one of his unofficial reviewers has ascended to an important post in the US Treasury Department with jurisdiction over the topic and the Taxation Section of the New York State Bar released its paper on the topic in August 2012. Moreover, President Obama has issued an executive order to reduce regulations that can hamper the economy.

S CORPORATION SEMINAR: Mr. Pace co-presented with a senior IRS official at the 2010 ANNUAL MEETING OF THE CALIFORNIA TAX BARS in San Diego on November 5, 2010. The presentation was entitled "Trench Warfare or Cotillion -- Maneuvering Through the Frontlines of S Corporation Tax Issues" and reviewed, among other current S corporation issues, back-to-back loans, open account debt, contributions of debt and property, purchase and sale and IRC Section 338(h)(10) election issues. He made a similar presentation on November 10, 2010 in Long Beach, CA. Details of the Long Beach presentation can be found at www. patentax.com.