28th ANNUAL TEXAS FEDERAL TAX INSTITUTE

28th ANNUAL TEXAS FEDERAL TAX INSTITUTE June 7 & 8, 2012 Hyatt Regency Hill Country Resort San Antonio, Texas Sponsored by The Partnership and Real Estate Tax and Corporate Tax Committees of the Tax Section of the State Bar of Texas BDO USA, LLP Elliott & Thomason, LLP Hunton & Williams LLP Kemp Smith LLP Locke Lord LLP Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P. Munsch Hardt Kopf & Harr, P.C. Strasburger & Price, LLP Thompson & Knight LLP Wells Fargo Bank Winstead PC in cooperation with The Texas Institute of Continuing Legal Education

28th Annual Texas Federal Tax Institute June 7 & 8, 2012 Hyatt Regency Hill Country Resort San Antonio, Texas This course has been approved for 13.25 hours credit (including 1.50 hours ethics) which will apply toward MCLE, the College of the State Bar of Texas, and the Texas Board of Legal Specialization in Tax Law, Real Estate Law and Estate Planning/Probate. MCLE credit is available in other states. Please let us know your needs when you register for the Institute. THURSDAY, JUNE 7, 2012 CPAs may obtain 15.90 hours of CPE credit toward licensing with the Texas State Board of Public Accountancy. Sponsor No. 6867. Program Moderator: R. David Wheat, Dallas, Texas, Institute Vice-Chair Past Chair, Section of Taxation, State Bar of Texas Past Chair, ABA Tax Section, Corporate Tax Committee 8:00 a.m. Late Registration Hill Country Ballroom Foyer, Hyatt Regency Hill Country 9800 Hyatt Resort Drive, San Antonio, Texas 78251 (210) 647-1234 8:50 a.m. Welcome R. Brent Clifton, Dallas, Texas, Institute Chair Past Chair, Section of Taxation, State Bar of Texas Past Chair, ABA Tax Section, Partnerships and LLCs Committee 9:00 a.m. Current Issues in Tax-free Spin-offs and Related Restructurings Analysis of hot topics in spin-offs; consideration of tax issues in pre and post-spin-off restructurings; discussion of spin-offs involving closely-held corporations. Joseph M. Pari, Washington, D.C. William D. Alexander, Washington, D.C. 10:00 a.m. Coffee Break 10:15 a.m. M&A Structures with Joint Ventures, Pass-Throughs, and Disregarded Entities Focus on the use of partnerships in corporate M&A as well as corporate joint ventures, including a discussion of the use of disregarded entities in such transactions. Julie A. Divola, San Francisco, California William D. Alexander, Washington, D.C. 11:15 a.m. Hot Tax Issues in M&A and Discussion of Current Corporate Tax Developments Analysis of tax treatment of contingent consideration in M&A such as earn-outs; illustration of how sellers obtain value for NOLs and other losses; use of a tax receivables agreement, emphasis on current corporate tax developments, including the signing date rule for establishing COI in a tax-free reorganization. David Strong, Denver, Colorado 12:15 p.m. Lunch Tickets may be purchased for $25 each. Please indicate the number of tickets you wish to purchase on the enclosed registration form. Tickets will not 1.00 Ethics be sold at the door. Credit Topic: Our Obligations to the Tax Profession: Ethical and Pro-Bono Opportunities for the Tax Professional Speaker: Rudolph R. (Ruddy) Ramelli, Chair-Elect, Section of Taxation, American Bar Association, New Orleans, Louisiana 1:45 p.m. Key Tax Issues in Dealing with Preferred Stock Preferred stock is commonly used in financing, restructuring and acquisitions for both public and private companies. This discussion will focus on the key tax issues and traps for the unwary in the use of preferred stock in these scenarios, including the phantom stock dividend rules, preferred OID, dividend treatment on preferred stock redemptions under Section 302 and treatment of convertible preferred stock. Philip B. Wright, St. Louis, Missouri 2:45 p.m. Coffee Break 3:00 p.m. Negotiating and Drafting Tax Provisions in Acquisition Agreements Discussion of key considerations in negotiating and drafting M&A agreements, including consideration of common provisions, purchase price allocations, tax elections, reporting matters and tax due diligence. Richard L. Reinhold, New York, New York

4:00 p.m. Mergers and Acquisitions with MLPs Experts in this area discuss the unique tax issues that arise when publicly traded partnerships acquire entities or assets for different types of consideration (e.g., cash, units, special units, escrows) and under various transaction structures. C. Timothy Fenn, Houston, Texas Thomas W. Ford, Jr., Houston, Texas John Edward Lynch, Houston, Texas 5:00 p.m. Adjourn FRIDAY, JUNE 8, 2012 Moderator: Kevin Thomason, Dallas, Texas, Institute Vice-Chair Past Chair, Section of Taxation, State Bar of Texas Past Chair, ABA Tax Section, Real Estate Committee 8:30 a.m. Current Developments in Partnership and Real Estate Taxation A review and analysis of recent cases, regulations, rulings and possible legislation impacting the areas of partnership and real estate taxation. Jennifer H. Alexander, Washington, D.C. Eliot L. Kaplan, Phoenix, Arizona 9:30 a.m. Decision Points in Leveraged Partnerships In Canal Corp., the Tax Court held that a leveraged partnership failed to deliver the desired deferral. The implications of the case on tax practice has been much debated, but little attention has been paid to the nuts and bolts of properly accomplishing a leveraged partnership transaction in light of Canal Corp. and Section 7701(0). This panel will focus on the key deal and tax decision points that must be addressed when structuring a leveraged partnership. George C. Howell, III, New York, New York Eric Sloan, New York, New York 10:30 a.m. Coffee Break 10:45 a.m. FATCA s Impact on the International Investment Community The Foreign Account Tax Compliance Act (FATCA) was enacted to deter U.S. persons from investing through foreign financial institutions to avoid U.S. taxes. That simply stated goal has led to a new U.S. withholding tax in 2014 affecting every U.S. person paying amounts to foreign persons and a complex new regime. We will explore recent regulations, possible exemptions, and compliance approaches involving partnerships and real estate. Michael Hirschfeld, New York, New York 12:00 Noon Lunch Tickets may be purchased for $26 each. Please indicate the number of tickets you wish to purchase on the enclosed registration form. Tickets will not be sold at the door. Topic: An Update from Treasury Speaker: Emily S. McMahon, Acting Assistant Secretary (Tax Policy), U.S. Department of the Treasury, Washington, D.C. *Presentation of Outstanding Texas Tax Lawyer Award 1:30 p.m. Home Concrete, Mayo, and other TEFRA Substance Home Concrete and.50 Mayo address critical issues for judicial review of tax regulatory authority and Ethics the effect of overstated basis on the statute of limitations in an atmosphere of Credit significant taxpayer confusion over the role and rights of partners and the TMP. This panel will address these issues and offer practical advice for drafting TMP provisions in partnership agreements. Adam M. Cohen, Denver, Colorado Josh O. Ungerman, Dallas, Texas 2:30 p.m. Tax Issues in Real Estate Funds As real estate funds grow ever larger with more diverse structures, investors and investments, the associated tax issues multiply and become increasingly complex. This panel will address the multiplicity of critical tax issues arising in the current real estate fund environment. Bahar A. Schippel, Phoenix, Arizona Eric Sloan, New York, New York 3:30 p.m. Adjourn Planning Committee R. Brent Clifton, Institute Chair, Locke Lord LLP, Dallas J. Scott Morris, Institute Chair Emeritus, J. Scott Morris PC, Austin Kevin Thomason, Institute Vice-Chair, Elliott & Thomason, LLP, Dallas R. David Wheat, Institute Vice-Chair, Thompson & Knight LLP, Dallas William D. Elliott, Elliott & Thomason, LLP, Dallas Donna J. Passons, President, Texas Institute of CLE, Austin

CONFERENCE FACULTY William D. Alexander Associate Chief Counsel, Office of Chief Counsel Internal Revenue Service Jennifer H. Alexander Attorney Advisor, Office of Tax Legislative Counsel U.S. Department of the Treasury Adam M. Cohen Holland & Hart LLP Denver, CO Julie A. Divola Pillsbury Winthrop Shaw Pittman LLP San Francisco, CA C. Timothy Fenn Latham & Watkins LLP Houston, TX Thomas W. Ford, Jr. Andrews Kurth LLP Houston, TX Michael Hirschfeld Dechert LLP George C. Howell, III Hunton & Williams LLP Eliot L. Kaplan Squire Sanders Phoenix, AZ John Edward Lynch Vinson & Elkins LLP Houston, TX Emily S. McMahon Acting Assistant Secretary (Tax Policy) U.S. Department of the Treasury Joseph M. Pari Dewey & LeBoeuf LLP Rudolph R. (Ruddy) Ramelli Chair-Elect, Section of Taxation, American Bar Association Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P. New Orleans, LA Richard L. Reinhold Willkie Farr & Gallagher LLP Bahar A. Schippel Snell & Wilmer L.L.P. Phoenix, AZ Eric Sloan Deloitte Tax LLP David Strong Morrison & Foerster LLP Denver, CO Josh O. Ungerman Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P. Philip B. Wright Bryan Cave LLP St. Louis, MO INSTITUTE CHAIR R. Brent Clifton Locke Lord LLP INSTITUTE VICE-CHAIRS Kevin Thomason Elliott & Thomason, LLP R. David Wheat Thompson & Knight LLP SAVE THE DATE! It s never too early to plan ahead... Mark your calendars now for the 29th Annual Texas Federal Tax Institute June 6 & 7, 2013 HYATT REGENCY HILL COUNTRY RESORT RESERVATIONS The Hyatt Regency Hill Country Resort is tucked away on 200 tree-covered acres in northwestern San Antonio located at 9800 Hyatt Resort Drive, San Antonio, Texas 78251. Minutes from shopping centers, The Alamo, and San Antonio s River Walk, the Resort is host to a spectacular 18-hole golf course, a 4-acre water park which includes two swimming pools separated by cascading waterfalls and a 950-foot Ramblin River, and outdoor decks and pavilions. A limited number of rooms are reserved at this spectacular facility at the special rate of $199 single or double. Space is limited. Rooms are provided on a space available basis; we encourage you to register and reserve your room early. All unused rooms will be released on May 15, 2012. Your hotel reservation must be made through our office. See the hotel reservation form for further information. TEXAS FEDERAL TAX INSTITUTE COURSE MATERIALS Unable to attend this year s Annual Texas Federal Tax Institute? You don t have to miss out completely order the audio CDs and course materials directly from The Texas Institute of Continuing Legal Education. You can also order audio CDs and course materials from past year institutes you may have missed. Place your order now using the attached registration form or visit us online at www.clesolutions.com to order course materials for current or prior year events. It s the next-best thing to being there!

Mail to: Texas Institute of Continuing Legal Education 28th Annual Texas Federal Tax Institute P.O. Box 4646 Austin, Texas 78765-4646 Online at: www.clesolutions.com REGISTRATION FORM Please register me for the conference as follows: Regular Pre-Registration (Due by 5 p.m. May 18, 2012)... $ 695.00 Registration after 5 p.m. May 18 & before 5 p.m. June 1, 2012... $ 795.00 Registration after 5 p.m. June 1 & At the Door... $ 845.00 Please select your choice of materials: Printed Version or USB Version... $ Included or Both Printed & USB Versions ($50.00 +.0825 sales tax)... $ +54.13 Thursday Luncheon Tickets at $25 each... $ Friday Luncheon Tickets at $26 each... $ I cannot attend the conference. Please forward the following: Audio CDs & course materials ( USB or Printed) at $695 +.0825 sales tax... $ 752.34 Course materials only ( USB or Printed) at $280 +.0825 sales tax... $ 303.10 or Both Printed & USB Versions ($330 +.0825 sales tax)... $ 357.23 TOTAL ENCLOSED... $ No refunds after 5 p.m. June 1, 2012. Call for Student or Government Discount Information. Name Firm Address City State Zip Telephone Bar Card No. Fax E-Mail Address Make Check Payable to Texas Institute of Continuing Legal Education Please Charge: AMERICAN EXPRESS VISA or MASTERCARD Card No. Exp. Date Security Code (3 or 4 digit code) Name on Card Authorized Signature Billing Address (incl. Zip Code) HOTEL RESERVATION FORM Call in: 512/451-6960 FAX to: 512/451-2911 (Phone, Fax and Online Registrations must be accompanied by Visa, American Express or MasterCard Information.) A limited number of rooms have been reserved at the Hyatt Regency Hill Country Resort at the rate of $199 per night (single or double). We will book your hotel reservations only after payment for the conference is received. Space is limited. Rooms are provided on a space available basis; we encourage you to register and reserve your room early. All unused rooms will be released on May 15, 2012. When you receive your confirmation from the hotel, you must send your first night s deposit directly to the hotel. If you are charging your hotel stay, your first night s deposit (including tax) will be taken from the credit card information provided below. Please do not send any hotel deposits to Texas Institute of CLE. Arrival: Departure: No. in Room: Please reserve: King Double Special Needs: Name Firm Address City State Zip Telephone Fax E-mail hotel confirmation to: To reserve your room with credit card, please complete the following information: Card Type: Card No Security Code (3 or 4 digit code) Exp. Date Authorized Signature Name on Card Billing Address (incl. Zip Code)

TEXAS INSTITUTE of Continuing Legal Education P.O. Box 4646 Austin, Texas 78765-4646 28th ANNUAL TEXAS FEDERAL TAX INSTITUTE Hyatt Regency Hill Country Resort San Antonio, Texas June 7 & 8, 2012 PRESORTED STANDARD U.S. POSTAGE PAID Austin, TX Permit No. 1357 GENERAL INFORMATION Pre-Registration To ensure sufficient materials are available for all attendees, pre-registration is strongly encouraged. Door registration is subject to a $50 fee. Registration You may register by telephone by calling 512/451-6960. Phone-in registrations require a VISA, AMERICAN EXPRESS or MASTERCARD number, expiration date, security code and billing address. You may also register online with a credit card at www.clesolutions.com. Cancellations and Refunds Refunds, less a $50 processing fee, will be given to registrants who cancel by 5 p.m. on the Friday preceding the conference. No refunds will be granted thereafter. Course materials and audio CDs will automatically be mailed to prepaid registrants who were not able to attend. Special Accommodations If special arrangements are required for a person with a disability to attend this program, please contact us at 512/451-6960. Cover Art - A Tribute to Byron Fullerton - Life Line is an original by Byron Fullerton from Austin, Texas. Byron s prolific artwork has graced the covers of our conference brochures for over 25 years. We were saddened to learn of his passing in the fall of 2011 and continue to honor his memory and artistic talent by featuring this special piece. For more information about this program or other programs offered by The Texas Institute of Continuing Legal Education, call 512/451-6960, or visit www.clesolutions.com.