CPE Catalog & Events

Tax code hierarchy Organization of an Internal Revenue Code section Special rules for IRC citation  Citing other primary authority Private letter rulings  Primary vs. secondary authority  Secondary sources of authority Steps in the tax research process Research memoranda

Advantages and disadvantages to buyer and seller of an asset acquisition and a stock acquisition Tax treatment of consulting agreements and covenants not to compete Sale of personal goodwill associated with an asset acquisition Tax consequences associated with a stock acquisition and an asset acquisition Acquisitive reorganizations Non-tax issues that must be considered when a corporation is acquired

ASU No. 2016-02, Leases (Topic 842) Overall lease accounting guidance Lessor Accounting 101 Lessee Accounting 101 Detailed review of accounting by lessees and lessors Sale and leaseback transactions Transition guidance Other operational issues Recently issued updates to the lease accounting guidance FASB guidance on accounting for COVID-19-related rent concessions Feedback from the public company adoption of Topic 842

The Inflation Reduction Act of 2022 Tier 1: Basis limitations for S corporation shareholders and partners Tier 2: Section 465 at-risk limitations for S corporation shareholders and partners, including the impact of debt, indemnities, guarantees, and shareholder/partner agreements Tier 3: Section 469 passive loss limitations and exceptions to the limitations Tier 4: The excess business loss limitation of the Tax Cuts and Jobs Act of 2017 (new §461(l)), American Rescue Plan Act, and Inflation Reduction Act

Rental activities and passive activities Material participation Real estate professional status Active participation status Depreciation recapture – Sections 1245, 1250, and 291 Vacation homes rented out QBI deduction and rental properties Section 1237 safe harbor for divided parcel sales Practitioner considerations

Recently issued FASB Accounting Standards Updates, PCC Update and items on the FASB’s Technical Agenda Leases – Topic 842 Recently issued ASUs covering common control leases, crypto assets (e.g., cryptocurrency), and income tax disclosures ASC 326: CECL Review of SAS 142 – Focus on Audit Evidence Recently issued SASs and other AICPA activity SSARS No. 25 and other recently issued SSARS Detailed review of SAS 145 Other important A&A practice matters

What exactly is terminating S corporations, including recent rulings Schedules K-2 and K-3 reporting requirements and filing exceptions Form 7203, S Corporation Shareholder Stock and Debt Basis Limitations Shareholder changes Living Trust and causes S termination LLCs electing S status, changing agreement could terminate election Inherited a new client with reporting errors? What are my options? Debt vs. equity and §385; Federal Express battled and won, how do we? Are we to expect SECA tax on pass-through entities? Shareholders losing “substance over form” argument Basis neither increased by phantom income, nor reduced by non-deducted pass-through losses Can I accrue expenses payable to a shareholder? Sure, but can I deduct them? How §179 limitations affect S corp. basis Comparison of liquidation of a C corporation vs. the liquidation of an S corporation Did not timely file Form 2553? A simple method to correct Is there a “flexible standard of law” in regard to closely held entities?

Recent trends: M&A activity; contributing factors/reasons for current levels; examples of recent transactions; IPOs (Initial Public Offering) and SPACs (Special-Purpose Acquisition Company); strategic spin-offs/splits; internal venture capital activities; incubators Expanded role of financial professionals: establishing strategy; valuation techniques; execution plan; due diligence; sources of industry information; goodwill; post-completion evaluations Negotiations: Improving your communication skills; establishing an environment for success; list of dos and don’ts Alliances and outsourcing: steps to forming an alliance; examples of recent alliances; determining if outsourcing (short and long-term) is correct for your organization; steps to improve results

How a partner’s outside basis and capital account differ Reconciling Schedule M-2 Form 1065 with Partnership K-1 Schedule L IRS requirement to report partner tax basis on the transactional approach Implications if a capital account is negative Deficit restoration accounts and qualified income offsets Modified outside basis method and modified previously taxed capital method Determining a partner’s beginning capital account  Beginning capital account for partnerships and partners consistently reporting on the tax basis The two types of adjustments under 754 and how 743 and 734 require different capital account presentations

What is fiduciary duty, and how does it apply to a trustee or personal representative What are the state statutory accounting rules, and where can you find them What is fiduciary accounting income What is fiduciary account principal How does fiduciary accounting impact fiduciary taxation

FASB Technical Agenda and upcoming changes ASUs Implementation dates and methods Audit quality initiatives Changes to AICPA auditing standards; and PCAOB standards

An extensive review of the individual income tax laws with an emphasis on any new legislative changes and Form 1040 (and related schedules) preparation issues Walk through the detailed 20% qualified business income (QBI) deduction computation and Form 8995/8995-A Form 1040 - gross income items including wages, interest & dividends (Schedule B), alimony, refunds, unemployment compensation, pension, IRA's, social security and other miscellaneous income items Schedule A - allowable itemized deductions & changes after the TCJA Schedule C and F - trade or business income and deductions Form 4562 - depreciation, amortization and 179 expense Schedule D sales of capital assets and personal residences Form 4797 - sale of trade or business property, including the ordinary income recapture rules under IRC 1245 and 1250 Schedule E - rentals, passive activities and flow-through entities K-1s Adjustments to gross income, including IRAs, SEPs, SIMPLEs, HSAs, tuition and fees, alimony paid, student loan interest and self-employed health insurance deduction Overview of the various taxes, including income, capital gain, self-employment, household employee, kiddie taxes, AMT and 3.8% net investment income tax Selected tax credits (e.g., child tax, dependent care and education)

Comprehensive coverage of the Inflation Reduction Act, including: The Clean Vehicle Credit, Credit for Previously Owned Clean Vehicles, Credit for Qualified Commercial Clean Vehicles, Residential Clean Energy Credit, Energy Efficient Home Improvement Credit, Premium Tax Credit, Elective Payment, Transferability, and Prevailing Wage and Apprenticeship Requirements Comprehensive coverage of the SECURE 2.0 Act, including: Expanding Enrollment in Retirement Plans, Increase in Age for Required Beginning Date for Mandatory Distributions, New Exceptions to Penalty-Free Withdrawal from Retirement Plans, and recent IRS guidance Timely coverage of breaking tax legislation Detailed analysis and examples of Sale of Passthrough Entity Interest and Net Investment Income Tax The Gig Economy -- Tax implications, Independent Contractor vs. Employee Classification, and the 2024 DOL Final Rule Real Estate professional requirements Review of pertinent cases and rulings affecting taxpayers Practice aids, including all the numbers applicable for the current year -- inflation-adjusted amounts, mileage rates, retirement contributions, and more Advanced practice, reporting, and other issues intertwined with advanced planning and discussion ideas

Setting up a chart of accounts Reviewing the estate plan Distinguishing between "income" and "principal" Understanding the relationship of fiduciary accounting to fiduciary taxation

Tax rules governing liquidation of a partnership or S corporation Tax treatment of the shareholder/partner/member receiving a liquidating distribution in an S corporation liquidation/partnership liquidation Tax impact on the pass-through entity when the entity is liquidated Receipt of corporate liabilities in an S corporation distribution Proportionate, liquidating partnership distributions to partners, and gains and losses to a partner on a liquidating partnership distribution Tax issues associated with a partnership distribution of noncash properties in a liquidation Compliance requirements on the occasion of a liquidation of a corporation or a partnership

Review of the current legal and regulatory framework surrounding non-compete agreements Enforcement of non-compete agreements from the employer’s perspective Opposing enforcement of non-compete agreements from the employee’s perspective Understanding reasonable geographic scope and time limitations for non-compete agreements Understanding key issues that arise during enforcement and opposition to enforcement of non-compete agreements

Considerations for a small business owner Self-employment taxes Guaranteed payments to partners QBI deductions: Section 199A Built-in gains tax: S corporations Excess passive income tax: S corporations PTE elections: S corporations and partnerships Taxation of fringe benefits: S corporations Double taxation of C corporation dividends Taxation of limited liability companies Which entity to choose?

How to find unrelated buyers of a business Maintaining control of the business succession process Turning over the reins to family members: when to give up control Finding the right team to sell a business Options for selling a business to an unrelated party Options for selling a business to family members Options for selling a business to employees Overcoming the emotional attachment to a business Selling to family members for a life annuity Using family partnerships and trusts to transfer a business

AICPA’s Enhancing Audit Quality initiative Recent revisions to Quality Management standards Feedback from peer reviews, including areas driving deficiencies in audit Elements of an effective risk assessment and how to link to audit procedures performed Understanding internal controls and making the decision whether or not to test them Best practices in documentation

The keys that develop a plan into an actionable document The major difference between planning and budgeting Strategic planning The business plan The people plan The marketing plan Capital and technology plans