Description

Non-profit organizations are considering mergers and acquisitions at the highest rate ever,
sometimes to bolster their service delivery but more often to survive a
rocky economy. The squeeze on donations and grants also have NPOs
evaluating a number of different relationships with for-profit entities.

These structures take various forms, from joint ventures to
outsourced back-office operations to joint marketing campaigns. With
proper planning, such relationships improve a non-profit’s service
quality, staff efficiency and funding. But, impacts on tax exemptions and donor relations must be anticipated.

Non-profits and their advisors must familiarize themselves with the potential benefits and risks of M&A and other relationships with other NPOs and for-profit entities
from a business context. And, they must ensure adherence with the
dictates of the IRS Code and guidance such as FAS 164/ASC 958-805.

Listen as our panel of experienced advisors prepares you to navigate
the practical realities as well as federal regulations, guidance and
accounting standards governing M&A, partnerships and other business
relationships between non-profits or between a non-profit and a
traditional business.

Outline

1. Types of business relationships to consider
   1. Between non-profits
      1. Mergers
      2. Cooperative ventures
   2. Between a non-profit and for-profit
      1. M&A
      2. Joint venture
      3. Outsourcing of back-office operations
      4. Alliance for marketing and other activities
2. Reasons to consider one of these relationships
   1. Survival, or furtherance of essential mission?
3. Potential risks to a non-profit’s tax exemption
   1. Not crossing the line into profit-making, impermissible lobbying, etc.
4. Applicable laws, regulations and guidance

Benefits

The panel will address these and other key topics:

• Evaluating the potential benefits and risks with particular business models.
• Complying with the IRC, federal guidance and accounting standards regarding non-profit mergers.
• Identifying when an arrangement with a for-profit entity may
  jeopardize a non-profit’s tax exemption, and setting up appropriate
  barriers.

Following the speaker presentations, you’ll have an opportunity to
get answers to your specific questions during the interactive Q&A.

Upon completing this seminar, you will be more familiar with the
practical business realities and regulatory dictates concerning
partnerships between non-profits or between an NPO and a for-profit
entity.

Description

Accounting firm auditors and clients have worked for months under the AICPA’s Statement on Standards for Attestation Engagements No. 16 (SSAE 16),
the U.S. standard for reporting on a business service provider’s
internal controls, and IASB International Standard on Assurance
Engagements No. 3402 (ISAE 3402).

Aspects of producing a service organization’s SOC 1, SOC 2 or SOC 3 controls report remain confusing.
Which of the newer (compared with the SAS 70 regime) attestation rules,
such as a required written management assertion and sub-service
organization reporting, are causing the most difficulty for advisors?

When it comes to producing effective SOC 1, SOC 2 or SOC 3 reports on
controls relevant to a user entity’s financial statements, operations
or compliance, early experiences of peer advisors in outside audits can prove invaluable.

Listen as our speakers offer experiences, alternatives and best
practices for creating service organization controls reports under the
terms and nuances of SSAE 16 and ISAE 3402 vs. SAS 70.

Outline

1. Key terms of AICPA SSAE 16 and IASB ISAE 3402
   1. Key differences from AICPA SAS 70
      1. Assurance, attestation standards, as opposed to audit standard
      2. Written assertion by management required
      3. Written assertion, and letter or representation, required from sub-service organizations used
      4. Need for a more inclusive description of the service company’s system
      5. Clearer identification of risks threatening achievement of control objectives
      6. Other important terms of SSAE 16 and ISAE 3402
      7. What hasn’t changed from SAS 70
2. Transitional issues with the new standards and controls reports
   1. SOC 1 reports on internal controls over financial reporting
   2. SOC 2 reports on controls over security and confidentiality
   3. SOC 3 reports on trust services for service organizations
3. Preparing SOC 1, SOC 2 or SOC 3 reports going forward
   1. Peer experiences
   2. Recommended best practices
   3. Mistakes to avoid

Benefits

The panel will explore these and other important topics:

• A review of the material terms of SSAE 16 and ISAE 3402, and of the goals for SOC 1, SOC 2 and SOC 3 reports.
• An analysis of difficult issues in transitioning to SSAE 16 and ISAE 3402 and away from SAS 70.
• Best practices for compiling SOC 1, SOC 2 or SOC 3 reports going forward.

Following the speaker presentations, you’ll have an opportunity to
get answers to your specific questions during the interactive Q&A.

Upon completing this seminar, you will be better prepared to
anticipate and take on the difficult aspects of SOC 1, SOC 2 or SOC 3
reports under terms of SSAE 16 and ISAE 3402, and will have new
alternatives to consider in tackling those issues.

Description

For decades, IRS rules have significantly limited deductions of losses from so-called “passive activities”
for taxpayers with interests in passive entities. However, the
standards continually evolve, as evidenced by several pieces of
administrative guidance and rulings over the past year.

Advisors should note recent IRS proposed regulation changes
(REG- 109369-10) revamping the “limited partner” definition for Sect.
469 passive activity losses. Guidance (Rev. Proc- 2011-34) simplifying
late elections for passive activity loss elections by real estate pros
is another example of the changes.

With widespread losses likely to continue for businesses of all
sizes, careful planning and adherence to the IRC regulations are
essential to ensure that taxpayers with passive interests can deduct as much of their losses as possible, both for amended returns and returns for future tax years.

Listen as our panel of veteran tax advisors offers compliance
strategies for maximizing deductions within passive activity loss
limitations.

Outline

1. Passive activity loss rules under the Internal Revenue Code
   1. Passive activity losses not deductible against “non-passive” income
   2. The seven tests of material participation
   3. Increased threshold for limited partnerships
2. Recent guidance and rulings of note
   1. IRS proposed amended regs REG-109369-10
      1. Revamping definition of “limited partner,” for Sect. 469 passive activity loss rules
   2. IRS Rev. Proc. 2011-34
      1. Simplified late election procedures for passive activity loss elections by real estate professionals
   3. U.S. Tax Court decision in T.D. Bailey
      1. Management of motel property didn’t qualify for 750-hour participation requirement for real estate professional
   4. Treasury Department’s inclusion of Sect. 1.469-5T(e) rules on 2011-12 priority guidance plan
      1. Can Sect. 1.469-5T(e) rules be applied to LLCs and
         partnerships, in order to differentiate investment earnings from active
         earnings for net self-employment purposes and losses?
   5. Other guidance and rulings in late 2011 and early 2012
3. Exceptions and nuances in Sect. 469
   1. Effects on Medicare contribution tax
   2. Real estate professional exception
   3. Real property trades or businesses
   4. Self-charged interest
   5. Other exceptions and special treatment
4. Best practices and considerations in filing returns under relaxed standards
   1. Meeting the seven material participation tests
   2. How to prove material participation when filing amended returns
   3. Strategies for deducting losses against non-passive income

Benefits

The panel will review the state of passive activity loss rules and significant developments in the last few years, including:

• Implications of the proposed regulations on the definition of an
  “interest in a limited partnership as a limited partner,” for purposes
  of determining material participation in an activity under Sect. 469
• Terms of material guidance, such as the revenue procedure
  providing relief to taxpayers who failed to timely file an election to
  aggregate rental real estate activities
• Recent rulings, such as the Tax Court’s Bailey II decision that the hours spent in managing a motel did not count for purposes of the 750-hour requirement
• Treasury’s consideration of whether Sect. 1.469-5T(e) rules
  could be applied to LLCs and partnerships in order to differentiate
  investment earnings from active earnings, for net self-employment
  purposes as well as losses
• The seven tests for proving material participation in a passive
  entity and reconciling conformity issues for passive losses under
  conflicting state tax regs

Following the speaker presentations, you’ll have an opportunity to
get answers to your specific questions during the interactive Q&A.

Upon completing this seminar, you will be prepared to file new and
amended returns in accordance with the latest court rulings and IRS
regulations and guidance, and present a case to prove material
participation under one of the seven tests in the federal passive
activity loss rules.

Description

Nearly four years after proposing substantial revisions to Sect.
263(a), the IRS in December issued temporary regulations on treating
expenditures tied to tangible assets under 263(a) and Sect. 162(a),
better known as the repair regulations. Any taxpayer that acquires, produces or improves property is affected.

While much of the capitalization framework was retained from the 2008 proposal, key changes were made. They include revisions
to the rule for determining expenditures to replace a major component,
an expanded definition of materials and supplies, and an optional method to account for temporary spare parts.

Tax professionals and advisors must familiarize themselves with all
material details of the updates to Sect. 263(a), 162(a) and 168 under
the latest repair regulations release (TD 9564, REG-168745-03) and of
the upcoming IRS revenue procedures on timing and method changes. 2012 and later tax years are affected.

Listen as our panel of seasoned federal tax specialists provides the
critical briefing you need to distinguish between expenditures for
capital improvements and deductible ordinary repairs going forward.

Outline

1. Proposed and temporary regulations issued December 2011 (TD 9564, REG-168745-03)
   1. Clarify and expand current standards under sections 263(a) and 162(a)
   2. Provide rules for applying these standards
   3. Guidance on accounting for, and dispositions of, property subject to Sect. 168
   4. Incorporate many existing standards under Sect. 263(a)
   5. Address handling of:
      1. Materials and supplies
      2. Repairs
      3. Rentals and leased property
      4. Amounts paid to acquire or produce tangible property
      5. Amounts to improve property
      6. Accounting and disposition rules for MACRS property
   6. Changes from 2008 proposal include:
      1. Revised rules for determining if amount paid is for improving a building
      2. Revised rules for determining if amount is paid for replacing a major component or substantial structural part
      3. Expanded definition of materials and supplies
      4. Alternative optional method of accounting for temporary spare parts
      5. Election to treat certain materials and supplies under de minimis rule
   7. Effective date tax years starting on or after Jan. 1, 2012
2. Critical compliance challenges and tax planning structures related to the new repair regulations

Benefits

The panel will analyze what has and has not changed from the 2008 proposed regulations when it comes to treatment of:

• Repairs, materials and supplies.
• Expenditures to acquire or produce, or to repair or otherwise improve, tangible property.
• Accounting and disposition rules for MACRS property.

Following the speaker presentations, you’ll have an opportunity to
get answers to your specific questions during the interactive Q&A.

Upon completing this seminar, you will be thoroughly briefed on the
material terms of the expanded standards for treatment of expenditures
under Sections 263(a) and 162(a), and for accounting for property and
dispositions under Sect. 168.