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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
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

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

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