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23 Prac. Tax Law. 3 (2008-2009)

handle is hein.ali/practax0023 and id is 1 raw text is: The Practical Tax Lawyer volume 23 1 number 1 1 fall 2008 Tips For Drafting And Issues Presented By LLC Operating Agreements Laurie A. Ronholdt and Alex Pederson 7 An LLC is a flexible entity and members may creatively structure profits, losses, allocations and distributions, and many other elements of their relationship in ways that are unavailable to some other entity forms. However, this flexibility presents significant risk of disagreement, unintended consequences, and litigation between the members if the members'economic and working relationships are not accurately and comprehensively documented. The operating agreement is the governing document for an LLC.This article highlights issues, including tax issues, that the members and the drafter should consider when drafting an operating agreement and suggests provisions that help prevent future problems between the members. 401 (k) Plan Fee Disclosures-What Your Clients Should Know About The New DOL Guidance Deanna H. Nihio 19 The current climate within the employee benefits arena is one with an extreme focus on fee arrangements. This new focus has been sparked by extensive litigation within the past few years regarding allegations of excessive fees within 401 (k) plans. In response, the DOL has issued recent guidance to ensure the transparency of fees and increase plan fee and expense disclosures. This article will address each new DOL regulation and guidance in greater detail and will provide some practical advice to fiduciaries and others struggling to comply with these new guidelines. Tax Consequences Of The Issuance Of Options To Acquire Partnership Interests For Services-The Compensatory Quagmire John P Barrie and Tracy M. Villecco 27 In May 2005, the Treasury Department issued proposed treasury regulations and a proposed revenue procedure that provide rules governing compensatory partnership interests. Before then, the tax consequences of compensatory partnership interests and partnership options had been unclear. At first glance the Proposed Authorities seem to answer the questions related to compensatory partnership interests but, as pointed out by some commentators, further guidance is needed. This article focuses on the tax issues related to the transfer of compensatory partnership options and, if the proposed regulations become finalized in their current form, describes the tax consequences that may apply to such options. Ten Practical Levels Of Estate Planning Julius H. Giarmarco and Sebastian V Grassi, Jr. 37 There are two estate tax systems-one for informed taxpayers and one for uninformed taxpayers. This article discusses 10 strategies (i.e., 10 levels of estate planning) that the informed variety of taxpayer can use in reducing estate taxes, including some thoughts on how to react if the estate tax is ever repealed permanently. Taxing Decisions Publications and Playbacks Correction The author of Sales of Personal Goodwill, which appears on page 49 of The Practical Tax Lawyer vol. 22, no. 4 (Summer 2008), acknowledges that substantial portions of the material in that article were derived from an article entitled New Techniques to Melt Away Corporate-Level Tax; or The Service Takes a Licking in Martin Ice Cream by Robert P, Rothman and David B. Buss (published at 26 J. Corp. Tax. 3 (Spring 1999)), and that, inadvertently, proper attribution to this source was not made. The author regrets this omission, and recommends the Rothman and Buss article for further research on the subject. To purchase the online version of this issue, go to www.ali-aba.org and click on Articles and Forms Online Back issues, individual articles, and forms are also available there.

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