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									    Satisfy Your CLE and CPE Requirements!

 Eleventh Annual
 Real Estate Tax Forum
    New York City, February 9-10, 2009
    Live Webcast, February 9-10, 2009 —

      • Understand the issues arising in joint ventures with
         opportunity funds, REITs and foreign investors

      • Explore the use of creative deferral and
         non-recognition strategies, including
         “hope certificates” in contribution transactions

      • Get tips for dealing with the new legislation
         on “carried interests”

      • Examine the unique issues involved in reverse
         and related-party like-kind exchanges

      • Identify ethical issues arising in real estate tax practice

Do You Know There Are 5 Ways To Attend PLI’s Programs? See inside for details...

                           Register Online at or Call (800) 260-4PLI
Eleventh Annual
Real Estate Tax Forum
New York City, February 9-10, 2009
Live Webcast, February 9-10, 2009 —

Why You Should Attend
At this annual program, nationally recognized real estate tax experts will provide
attorneys, accountants and real estate professionals with both an overview of the tax
laws pertaining to real estate ownership and investment, and a detailed analysis of
the most sophisticated and creative tax planning techniques available for structuring,
restructuring and unwinding real estate transactions in today’s challenging capital
markets. Using extensive visual aids and actual deal structures, this group of entertaining
speakers/practitioners will share their vast experience, using today’s state-of-the-art
planning techniques, with an emphasis on the practical approach to solving difficult
tax issues affecting real estate investors and operators.
What You Will Learn
• Stay current with an overview of the latest developments in real estate taxation
• Examine joint ventures with real estate private equity and opportunity funds,
  tax exempt investors’ UBIT and REITs, including new rules concerning parking
  facilities and Section 470 loss disallowance
• Get tips on handling complex workouts and restructuring issues in joint ventures and LLCs
• Strategies for dealing with the new legislation on “carried interests”
• Learn to draft effective tax provisions for partnership and LLC agreements
  (including book-ups for service partners)
• Designing creative deal structures: choosing the right entity for doing the deal
• Explore the use of creative deferral and non-recognition strategies
• Estate planning for real estate ownership
• Receive practical advice on handling foreign investor issues
• Strategies for avoiding income recognition traps and minimizing taxes under
  Sections 704(b), 704(c), 707, 737 and 752
• Review real world ethical issues in real estate tax practice
• Partnership Equity for Services Regulations
• Update on like-kind exchange developments (including tenancies-in-common,
  build-to-suit, reverse and related party exchanges)
Who Should Attend
This Forum is designed for tax attorneys, accountants and real estate professionals who
structure real estate transactions.
Watch and Listen to the Live Webcast at
A simultaneous live online broadcast of this program is available for individual viewing from
your computer on Webcast participants will receive streaming audio/video
instantaneously from the live program, can view and/or print the Course Handbook,
and submit questions electronically. Get “real-time” education right from your PC!
To register for the Webcast, visit and click Webcasts and select the
Eleventh Annual Real Estate Tax Forum Webcast to purchase the program. Please register
before the first day of the program to allow time to test your system. If you have any
questions whatsoever please call PLI’s Customer Relations Department at (800) 260-4PLI.
PLI can arrange group viewing in your firm by broadcasting live to your conference
room. Plus, receive a discount on purchases of the corresponding Course Handbook.
Contact the Groupcasts Department via email at for more details.

Reserve your place today, call (800) 260-4PLI.
                        DAY ONE: 9:00 A.M. – 5:00 P.M.

Morning Session: 9:00 a.m. – 12:15 p.m.                   Afternoon Session: 1:45 p.m. – 5:00 p.m.

9:00 Introduction and                                     1:45 Joint Ventures with
       Opening Remarks                                         Opportunity Funds, Tax-Exempt
Les Loffman, Sandy Presant, Blake Rubin                        Investors & REITs
9:15 Current Developments
• Impact of recent legislation, regulations and rulings   2:45 Break
• Hot new issues and areas of concern
                                                          3:00 Estate Planning for
• Impending legislation and regulations
                                                               Real Estate Owners
Stef Tucker                                               • Charitable contributions of real estate
10:00 Partnership Tax Allocations                         • Family limited partnerships and LLCs
      & Drafting Agreements                               • Maximizing valuation discounts
• Economic effect under 704(b)                            • Freeze strategies
• Drafting the partnership agreement                      • Installment sales
• Drafting UBIT and clawback savings clauses              • Avoiding loss of control in family transfers
• Service partner book-ups                                Barbara Sloan, Stef Tucker
Les Loffman, Sandy Presant
                                                          4:00 Like-Kind Exchanges
10:45 Break                                               • Reverse and related party exchanges;
                                                            parking transactions
11:00 Joint Ventures with Opportunity                     • Tenancy-in-common funds/
      Funds, Tax-Exempt Investors & REITs                   Delaware Business Trusts
• Current structures and deal terms, including            • Build-to-Suit Exchanges
  contribution transactions and “hope certificates”       • Ethical issues
• Dealing with the new “carried interest” legislation
                                                          Blake Rubin, Bob Schachat, Andrea Whiteway
• 704(c), 707, 737, 752 strategies
• 752 rules on contingent liabilities and                 5:00 Adjourn
  disregarded entities
• New regulations on disguised sales of
  partnership interests
• Rules on built-in loss properties and mandatory
  basis adjustments
• Pulling cash out tax-free                                 Bring the best of PLI’s live
• REIT update (including incentive compensation             programs to your home or office:
  OP Units, LTIPs)                                          Audio CDs and DVDs of this program
• Partnership equity for services regulations               will be available for purchase March 2009.
• Avoiding UBIT (fractions rule issues)                     See Registration Form for details.
• Structures for avoiding UBIT & bad REIT income            MP3s and CLE Now Web Segments/
  (including parking income issues)                         Programs of this program will be available
• Phantom income solutions (including clawbacks)            March 3, 2009 at
• Ethical issues                                            There is no easier way to complete your MCLE
Jim Lowy, John Napoli, Barney Phillips, Blake Rubin,        requirement than with PLI’s CLE Now Web
Bob Schachat, Lary Wolf                                     Segments/Programs: We’ve taken PLI’s
                                                            extensive library of previously recorded
12:15 Lunch                                                 programs and made them available online 24/7
                                                            via streaming video and/or audio. These are
                                                            conveniently broken down into 1/2 - 3 hour
PLI’s Nationally Acclaimed                                  programs so you get only the information
Course Handbooks                                            you want. With over 1,500 hours of content
All program attendees will receive a copy of the            to choose from, you’re sure to find a Web
three-volume Course Handbook. These bound                   Segment that will meet your needs. As an
                                                            added bonus, you’ll continue to have access
volumes are prepared specifically for this
                                                            to your Web Segments for one full year and
program and also stand alone as a permanent
                                                            will be able to download the online Course
reference. PLI’s Course Handbooks represent                 Materials that accompany your Web Segment.
the definitive thinking of the nation’s finest legal        At more than 60% off the regular price, there’s
minds, and are considered the standard                      never been a faster, easier, more affordable
reference in the field. Please note: Webcast                way to meet your MCLE requirement.
attendees will have access to a downloadable                All audio CD/DVD products require prepayment and
version of the Handbook one business day prior              are non-refundable, with the exception of defective or
to the program.                                             unopened products.
      Please plan to arrive with enough time to register before the conference begins.
      A continental breakfast will be available upon your arrival.

                                DAY TWO: 9:00 A.M. – 1:00 P.M.

9:00 Choice of Entity/Current                                               11:15 Foreign Investor Issues
     Structures/Tax Planning for LLCs                                       • Joint ventures with offshore investors
     Holding Real Estate/Exit Strategies                                    • Debt vs. equity structures
• Simple and complex tiered structures                                      • Withholding requirements and traps
• Single member LLC issues                                                  • Considerations for U.S. investment abroad
• Mergers and divisions; mixing bowl rules
                                                                            Mike Hirschfeld, Jim Lowy, Bahar Schippel
• Capital gains planning
• Deferring gain recognition                                                12:00 Workouts & Debt Restructurings
                                                                            • Dealing with troubled properties and built-in gains
• Ethics
                                                                            • Foreclosure
Jill Darrow, Jim Lowy, Blake Rubin, Andrea Whiteway
                                                                            • Forgiveness of indebtedness
10:15 Break                                                                 • Forbearance
                                                                            • Resyndication and rollups
10:30 Environmental Tax Issues
                                                                            • Ethical issues
• Recent developments
• Maximizing current deductions for clean-up costs                          Mike Hirschfeld, Bahar Schippel, Linda Swartz
Glenn Carrington, Jim Sowell                                                1:00 Adjourn

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New York City Seminar Location: PLI New York Center,                      New York State CLE Credit: In accordance with the
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10019. Message Center, program days only: (212) 824-5733.                 Board, this non-transitional continuing legal education program is
New York City Hotel Accommodations:                                       NOT approved for the newly admitted attorney within the first two
Due to high demand and limited inventory in NYC, we recommend             years of admission to the Bar. It has been approved for experienced
reserving hotel rooms as early as possible.                               attorneys for a maximum of 11.0 credit hours, of which 1.0 credit
The New York Hilton & Towers, 1335 Avenue of the Americas,                hour can be applied toward the ethics requirement and 10.0 credit
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for more information concerning approval.
Co-Chairs:                                                         F A C U LT Y
               Leslie H. Loffman                         Sanford C. Presant                              Blake D. Rubin
               DLA Piper LLP (US)                        DLA Piper LLP (US)                              McDermott Will &
               New York City                             Los Angeles                                        Emery LLP
                                                                                                         Washington, D.C.

         Glenn R. Carrington                                     Bahar A. Schippel
         Ernst & Young LLP                                       Snell & Willmer L.L.P.
         Washington, D.C.                                        Phoenix
         Jill E. Darrow                                          Barbara A. Sloan
         Katten Muchin Rosenman LLP                              McLaughlin & Stern LLP
         New York City                                           New York City
         Michael Hirschfeld                                      James B. Sowell
         Dechert LLP                                             KPMG LLP
         New York City                                           Washington, D.C.
         James M. Lowy                                           Linda Z. Swartz
         Ernst & Young LLP                                       Cadwalader, Wickersham & Taft LLP
         Joint Ventures & Partnerships Group                     New York City
         National Tax Department
                                                                 Stefan F. Tucker
         San Francisco
                                                                 Venable LLP
         John Napoli                                             Washington, D.C.
         Seyfarth Shaw LLP
                                                                 Andrea Macintosh Whiteway
         New York City
                                                                 McDermott Will & Emery LLP
         Barnet Phillips, IV                                     Washington, D.C.
         Skadden, Arps, Slate, Meagher & Flom LLP
                                                                 Lary S. Wolf
         New York City
                                                                 Roberts & Holland LLP
         Robert D. Schachat                                      New York City
         Ernst & Young LLP
         Real Estate Group
         National Tax Department
         Washington, D.C.
                                                               Program Attorney: Stacey L. Greenblatt

5 Ways to Attend PLI’s Programs:                          Other Relevant Products From PLI
• Live Programs – Attend the program with other           THREE-VOLUME COURSE HANDBOOK
  attendees and ask the speakers questions from
  the floor. Ideal if you want the live experience.       Eleventh Annual Real Estate Tax Forum, $299.
• Live Webcasts – View the live program from              The Course Handbook will be available on the first day of the program.
  your home or office and watch the streaming
  video on your laptop or desktop, ask questions          TREATISES
  electronically, view or print the Course                Internal Revenue Service Practice &
  Handbook, and, if you have to miss any of it, you
                                                          Procedure Deskbook, Third Edition
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  Ideal if you can’t travel and still want to benefit     Ira L. Shafiroff (Professor of Law, Southwestern Law School)
  from simultaneous live viewing of the program.          2 looseleaf volumes, 2,637 pages, $275 (Revised bi-annually:
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  Enjoy the live streaming video and receive the
                                                          and Trusts, Fifteenth Edition
  best legal education from our expert faculty.
  All while training more people for less money,          F. Ladson Boyle (Charles E. Simons Professor of Federal Law,
  in the privacy of your own office setting.              University of South Carolina School of Law) and
• CLE Now Web Segments/Programs –                         Jonathan G. Blattmachr (Milbank, Tweed, Hadley & McCloy LLP  ,
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   Eleventh Annual                                     Real Estate Tax Forum                                                                                                                                                                                             PRACTISING LAW

   New York City, February 9-10, 2009
   Live Webcast, February 9-10, 2009 —

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Eleventh Annual Real Estate Tax Forum
   18512 New York City Seminar,* February 9-10, 2009, PLI New York Center, $1,495
Live Webcast,* February 9-10, 2009 (Register online prior to first day of program - #18514), $1,495
   18513           Three-Volume Course Handbook only, $299                                                                                                                                       Name___________________________________________________________________________________
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   18516           DVDs,† available March 2009, $1,495                                                                                                                                           Title ____________________________________________________________________________________
   606             Internal Revenue Service Practice & Procedure Deskbook, 3rd Ed.,1 2 looseleaf volumes, $275
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