Program Schedule

• Thursday, November 6, 2025
  • Registration and Continental Breakfast
    • 8:00am
    • Room 100 Foyer
  • Welcome & Introduction
    • 9:00am - 9:15am
  • Panel 1: Stock Questions, But Not Stock Answers: An Exploration of the Different Flavors of Equity in Corporate Capital Structures
    • 9:15am - 10:45am

    • Moderator: Suresh Advani

      Speaker: Michael Mollerus

      Panelists:

      • Nicole Field
      • Eileen Marshall

      This panel will explore the many forms that equity can take within a corporate capital structure, and some of the tax consequences that turn on whether an instrument constitutes equity (and, if so, what type of equity) for tax purposes. Usually – but not always – the equity of a corporation consists of the stock that is issued under the corporation’s governing document. (As all tax professionals know, it is also possible for debt instruments to be classified as equity for tax purposes, but that will not be a focus of this panel.) But sometimes, the situation can be more complicated. For example, purely contractual arrangements that a corporation enters into with third parties – such as “prepaid” warrants and simple agreements for future equity (SAFEs) – can be treated as equity for tax purposes. Then there are instruments that are in form stock, but that lack some or most of the attributes of equity, such as non-economic voting stock that is typical in “Up-C” structures. Finally, the distinction between different classes of stock (including between preferred stock and common stock) is often a determinative factor in the tax consequences of receiving and owning such stock, as well as in the application of other provisions of the Code, such as the “control” test of section 368(c).

  • Break
    • 10:45am - 11:05am
    • Room 100 Foyer
  • Panel 2: No Recourse but Many Options: Mandatory Optionality in the Allocation of Partnership Nonrecourse Liabilities
    • 11:05am - 12:35pm

    • Moderator: Eric Sloan

      Speakers:

      • James Jennings
      • Eric Sloan

      Panelist:

      • Karen Lohnes

      The regulations addressing the allocation of nonrecourse liabilities, unlike the regulations addressing the allocation of partnership recourse liabilities, are brief and leave many gaps to be filled. As a result, it is simply not possible for a taxpayer to comply with the regulations without exercising judgment and discretion. The panel will briefly discuss the history and context of the regulations before discussing the flexibility and constraints inherent in the regulations. The panel will also make recommendations for changes to the regulations.

  • Lunch
    • 12:35pm - 1:35pm
    • 621 Executive Dining Room
  • Panel 3: What if it’s Robots All the Way Down?
    • 1:35pm - 3:05pm

    • Moderator: Michael DiFronzo

      Speaker: John D. McDonald

      Panelists:

      • Gary Sprague
      • Steven M. Surdell

      Technology is advancing at breakneck speed in fields as diverse as molecular biology and quantum computing. Some of these developments will create entirely new industries, whereas others will simply make existing processes more efficient. This panel will address how (if at all) the introduction of increasing levels of automation should impact U.S. tax policy.

  • Break
    • 3:05pm - 3:25pm
    • Room 100 Foyer
  • Panel 4: “Double or Nothing” and the Economic Substance Doctrine
    • 3:25pm - 4:55pm

    • Moderator: Andrew Solomon

      Speaker: Deborah L. Paul

      With Panelists:

      • Kim Blanchard
      • David Foster

      Congress codified the economic substance doctrine (“ESD”) in 2010 with the enactment of Section 7701(o). Since then, the question of what makes ESD “relevant” has become a hot topic.

      Section 7701(o) contains a curious trigger. The statute only applies if ESD is “relevant” to a transaction. Further, relevancy is, under Section 7701(o), determined based on common law, irrespective of the enactment of Section 7701(o) itself. Despite the importance of relevancy to the statutory framework, in court opinion after court opinion applying ESD to transactions undertaken prior to enactment of Section 7701(o), one struggles to find any specific discussion of what makes ESD relevant. Courts interpreting Section 7701(o) with respect to post-enactment years are left reading tea leaves for guidance on this all-important statutory requirement. The panel will discuss historic ESD cases in an effort to ascertain the implicit test courts have applied to determine if ESD is “relevant”. Among other cases, the panel will discuss the Supreme Court’s 1934 decision, Charles Ilfeld Co. v. Hernandez, disallowing a “double deduction” of a single economic loss.

      With that analysis of cases in mind, the panel will discuss the relevance, or lack thereof, of ESD to contemporary planning techniques. At least anecdotally, the IRS appears increasingly to be asserting ESD. The question of relevancy is complicated by the fact that, since the enactment of Section 7701(o) in 2010, much has changed. The Tax Cuts and Jobs Act (“TCJA”), enacted in 2017, was a tectonic shift in the federal income taxation of cross-border transactions and relationships. The complexity of the TCJA, its enactment of Section 245A and the existence of far greater amounts of previously taxed earnings and profits in the system after enactment of TCJA (and now even more so after enactment of the One Big Beautiful Bill Act) all create planning opportunities and potential relevance of ESD. Contemporary planning techniques that might be discussed by the panel thus include so-called “Granite Trust” transactions that rely on these TCJA changes. The panel will also discuss the relevance of ESD to planning techniques that have long been part of the landscape. Topics may include, for example, “check the box” planning that facilitates asset acquisitions or reorganizations.

  • Reception and Dinner
    • 6:30pm
    • RPM on the Water, 317 N. Clark Street

    • Speaker: Jessica Riedl

• Friday, November 7, 2025
  • Continental Breakfast
    • 8:00am - 8:30am
    • Room 100 Foyer
  • Panel 5: Retaliatory Taxes – A History (and the Future?)
    • 8:30am - 10:00am

    • Moderator: Stephen Shay

      Speaker: Josh Odintz

      Panelists:

      • Sam Pollack
      • Danielle Rolfes

      In 1934, Congress enacted section 891, which authorizes the doubling of certain taxes where the President finds that a foreign country is applying discriminatory or extraterritorial taxes to US citizens or corporations. This provision was added to the Code to strongly encourage France to enter into an income tax treaty with the United States. The statute does not define the terms discriminatory or extraterritorial. No President has used section 891.

      Section 896 was added to the Code as part of the Foreign Investors Tax Act of 1966. Section 896 authorizes the President to increase taxes when he finds that a foreign country imposes more burdensome taxes or discriminatory taxes on US citizens or domestic corporations. The responses are different for more burdensome and discriminatory taxes. Like section 891, no President has used section 896.

      How do tax treaties interact with these provisions? Do later in time tax treaties control? Or do sections 891 and 896 still have teeth for treaty jurisdictions?

      As part of the recent tax reconciliation legislation, Congress considered retaliatory taxes to address certain discriminatory and extraterritorial taxes. Proposed section 899 would have increased Federal income and withholding taxes on foreign individuals and corporations, among other tax increases. The provision also would have increased the base erosion and anti-abuse tax (or BEAT) in Section 59A.

      The panel will discuss the various purposes of section 899, the interaction of section 899 and tax treaties and whether adoption of section 899 would mean the end for double tax treaties. The panel also will review the removal of proposed section 899 from the final OBBBA reconciliation legislation in exchange for a G7 agreement to push for “side-by-side” treatment of the United States under Pillar 2 and what that means for the future of Pillar 2 as well as unaffected foreign taxes objectionable to the Administration.

      The panel will consider more generally the use of tax law to achieve non-revenue foreign relations objectives in the area of international taxation.

  • Break
    • 10:00am - 10:20am
    • Room 100 Foyer
  • Panel 6: Is section 6103 providing the protections it promised? And should it?
    • 10:20am - 11:50am

    • Moderator: John Hildy

      Speaker: Joseph Thorndike

      Panelists:

      • Caroline Ciraolo
      • Michael Desmond

      Because our federal income tax system is premised on self-reporting, the IRS is custodian of intimate details of a taxpayer’s personal (including family and philanthropic) and business (financial) transactions. The self-reporting pill is made easier to swallow with the long-standing trust that the IRS will hold such information in confidence. But what happens when that trust is undermined?

      Historically, disclosure of tax returns and tax return information was allowed by executive order. In the mid-1970s. however, Congress became concerned with allegations that the White House of then-incumbent President Richard M. Nixon had obtained from the IRS and weaponized certain tax return information of political rivals. Congress responded by overhauling the rules related to the protection of tax return information by statutorily delineating the permissible disclosures of “tax return information” in section 6103.

      Fast forward to 2020. An IRS contractor access and download return information of thousands of the nation’s wealthiest individuals, then leaked that information to two news outlets, which published detailed stories based on the information. Why was section 6103 inadequate to prevent and mitigate this disclosure?

      Jump to today. Early in President Trump’s second administration, the new Department of Governmental Efficiency (DOGE) attracted attention by seeking access to IRS systems housing confidential tax return information. Also, a memorandum of understanding was entered into to facilitate expanded use of return information for law enforcement purposes unrelated to tax, including immigration enforcement. Lawsuits have included allegations that these disclosures could run afoul of section 6103. Would they?

      Just how safe is the data we self-report to the IRS? Under what circumstances may the IRS make legal disclosures of taxpayer information? And do those exceptions to section 6103 swallow the rule?

      The panel will discuss the history of and policy choices underlying section 6103 and whether the protections afforded by the statute, and consequences for violating the statute, should be updated to address the latest developments.