Michael I. Sanders

Joint Ventures Involving Tax-Exempt Organizations (eBook, ePUB)

• Format: ePub

Produktbeschreibung

A comprehensive, revised, and expanded guide covering tax-exempt organizations engaging in joint ventures Joint Ventures Involving Tax-Exempt Organizations, Fourth Edition examines the liability of, and consequences to, exempt organizations participating in joint ventures with for-profit and other tax-exempt entities. This authoritative guide provides unbridled access to relevant IRC provisions, Treasury regulations, IRS rulings, and pertinent judicial decisions and legislative developments that impact exempt organizations involved in joint ventures. * Features in depth analysis of the IRS's requirements for structuring joint ventures to protect a nonprofit's exemption as well as to minimize UBIT * Includes sample models, checklists, and numerous citations to Internal Revenue Code sections, Treasury Regulations, case law, and IRS rulings * Presents models, guidelines, and suggestions for structuring joint ventures and minimizing the risk of audit * Contains detailed coverage of: new Internal Revenue Code requirements impacting charitable hospitals including Section 501(r) and related provisions; university ventures, revised Form 990, with a focus on nonprofits engaged in joint ventures; the IRS's emphasis on good governance practices; international activities by nonprofits; and a comprehensive examination of the New Market Tax Credits and Low Income Housing Tax Credits arena Written by a noted expert in the field, Joint Ventures Involving Tax-Exempt Organizations, Fourth Edition is the most in-depth discussion of this critical topic.

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Produktdetails

• Verlag: John Wiley & Sons
• Seitenzahl: 1472
• Erscheinungstermin: 3. September 2013
• Englisch
• ISBN-13: 9781118421680
• Artikelnr.: 39420245

Autorenporträt

MICHAEL I. SANDERS is the lead partner of Blank Rome's Washington office's tax group with a large practice in the area of exempt organizations involving healthcare and low-income housing, associations and joint ventures between for-profits and nonprofits, as well as structuring New Markets Tax Credit transactions. He is also an adjunct professor at The George Washington University Law School and Georgetown University Law Center. He was recently honored in 2010 by The George Washington University Law School for his 35 years of teaching.

Inhaltsangabe

Preface xxv Acknowledgments xxix About the Author xxxi Chapter 1:
Introduction: Joint Ventures Involving Exempt Organizations 1 1.1
Introduction 1 1.2 Joint Ventures in General 3 1.3 Healthcare Joint
Ventures 6 1.4 University Joint Ventures 8 1.5 Low-Income Housing and New
Market Tax Credit Joint Ventures 11 1.6 Conservation Joint Ventures 14 1.7
Joint Ventures as Accomodating Parties to Impermissible Tax Shelters 15 1.8
Rev. Rul. 98-15 and Joint Venture Structure 16 1.9 Form 990 and Good
Governance 20 1.10 Ancillary Joint Ventures: Rev. Rul. 2004-51 21 1.11
Engaging in a Joint Venture: The Structural Choices and Role of the Charity
21 1.12 Partnerships with Other Exempt Organizations 24 1.13 Transfer of
Control of Supporting Organization to Another Tax-Exempt Organization 25
1.14 The Exempt Organization as a Lender or Ground Lessor 26 1.15
Partnership Taxation 28 1.16 UBIT Implications from Partnership Activities
31 1.17 Use of a Subsidiary as Participant in a Joint Venture 33 1.18
Limitation on Preferred Returns 35 1.19 Sharing Staff and/or Facilities:
Shared Services Agreement 38 1.20 ''Intangibles'' Licensed by Nonprofit to
For-Profit Subsidiary or Joint Venture 39 1.21 Private Inurement and
Private Benefit 40 1.22 Limitation on Private Foundation's Activities that
Limit Excess Business Holdings 44 1.23 International Joint Ventures 45 1.24
Other Developments 46 Chapter 2: Taxation of Charitable Organizations 49
2.1 Introduction 50 2.2 Categories of Exempt Organizations 52 2.3
§501(c)(3) Organizations: Statutory Requirements 54 2.4 Charitable
Organizations: General Requirements 97 2.5 Categories of Charitable
Organizations 100 2.6 Application for Exemption 118 2.7 Governance 124 2.8
Form 990: Reporting and Disclosure Requirements 132 2.9 Redesigned Form 990
138 2.10 The IRS Audit 178 2.11 Charitable Contributions 183 2.12 State
Laws 190 Chapter 3: Taxation of Partnerships and Joint Ventures 193 3.1
Scope of Chapter 194 3.2 Qualifying As a Partnership 195 3.3 Classification
As a Partnership 198 3.4 Alternatives to Partnerships 216 3.5 Pass-Through
Regime: The Conduit Concept 219 3.6 Allocation of Profits, Losses, and
Credits 220 3.7 Formation of Partnership 226 3.8 Tax Basis in Partnership
Interests 233 3.9 Partnership Operations 242 3.10 Partnership Distributions
to Partners 250 3.11 Sale or Other Disposition of Assets or Interests 255
3.12 Other Tax Issues 263 3.13 Guarantees, Penalties, and Capital Calls 280
Chapter 4: Overview: Joint Ventures Involving Exempt Organizations 291 4.1
Introduction 292 4.2 Exempt Organization as General Partner: A Historical
Perspective 294 4.3 Exempt Organizations as Limited Partner or LLC
Nonmanaging Member 366 4.4 Joint Ventures with Other Exempt Organizations
369 4.5 New Scheme for Analyzing Joint Ventures 371 4.6 Revenue Ruling
2004-51 and Ancillary Joint Ventures 374 4.7 UBIT Implications From Joint
Venture Activities 388 4.8 Good Governance and the IRS Audit 391 4.9
Conversions from Exempt to For-Profit and from For-Profit to Exempt
Entities 395 Appendix 4A: Joint Venture Checklist 398 Appendix 4B: Model
Joint Venture Participation Policy 405 Chapter 5: Private Benefit, Private
Inurement, and Excess Benefit Transactions 409 5.1 What are Private
Inurement and Private Benefit? 409 5.2 Transactions in Which Private
Benefit or Inurement May Occur 421 5.3 Profit-Making Activities as Indicia
of Nonexempt Purpose 454 5.4 Intermediate Sanctions 458 5.5 Case Law 482
5.6 Planning 484 5.7 State Activity with Respect to Insider Transactions
487 Chapter 6: Engaging in a Joint Venture: The Choices 489 6.1
Introduction 490 6.2 LLCs 491 6.3 Use of a For-Profit Subsidiary as
Participant in a Joint Venture 506 6.4 Supporting Organizations 528 6.5
Private Foundations and Program-Related Investments 535 6.6 Nonprofits and
Bonds 545 6.7 Exploring Alternative Structures 546 6.8 Other Approaches 552
Chapter 7: Exempt Organizations as Accommodating Parties in Tax Shelter
Transactions 561 7.1 Introduction 561 7.2 Prevention of Abusive Tax
Shelters 562 7.3 Excise Taxes and Penalties 570 7.4 Settlement Initiatives
574 7.5 Abusive Shelters and Tax Credit Programs 575 Chapter 8: The
Unrelated Business Income Tax 577 8.1 Introduction 578 8.2 Historical and
Legislative Background of UBIT 579 8.3 General Rule 583 8.4 Statutory
Exceptions to UBIT 603 8.5 Modifications to UBIT 615 8.6 Income from
Partnerships 656 8.7 Calculation of UBIT 659 8.8 Governmental Scrutiny 663
Chapter 9: Debt-Financed Income 669 9.1 Introduction 669 9.2 Debt-Financed
Property 670 9.3 The §514(c)(9) Exception 679 9.4 Partnership Rules 681 9.5
The Fractions Rule 682 9.6 The Final Regulation 682 9.7 The Fractions Rule:
A Trap for the Unwary 695 Chapter 10: Limitation on Excess Business
Holdings 697 10.1 Introduction 697 10.2 Excess Business Holdings: General
Rules 698 10.3 Tax Imposed 705 10.4 Exclusions 706 Chapter 11: Impact on
Taxable Joint Ventures: Tax-Exempt Entity Leasing Rules 709 11.1
Introduction 709 11.2 Types of Transactions Covered By 1984 ACT Rules 710
11.3 Internal Revenue Code §168(h) 712 11.4 Tax-Exempt Use Property 713
11.5 Restrictions on Tax-Exempt Use Property 715 11.6 Partnership Rules 719
Chapter 12: Healthcare Entities in Joint Ventures 729 12.1 Overview 730
12.2 Classifications of Joint Ventures 734 12.3 Tax Analysis 738 12.4 Other
Healthcare Industry Issues 806 12.5 Preserving the 50/50 Joint Venture 851
12.6 Valuation 860 12.7 Joint Operating Agreements 868 12.8 UBIT
Implications of Hospital Joint Ventures 876 12.9 Government Scrutiny 880
12.10 Redesigned Form 990 888 12.11 The Patient Protection and Affordable
Care Act of 2010: §501(r) and Other Statutory Changes Impacting Nonprofit
Hospitals 889 12.12 The Patient Protection and Affordable Care Act of 2010:
ACOs and CO-OPs: New Joint Venture Healthcare Entities 914 12.13
Precautionary Steps: A Road Map 926 12.14 Conclusion 928 Appendix 12A:
Sample Conflicts of Interest Policy 929 Appendix 12B: Model Joint Venture
Participation Policy 934 Chapter 13: Low-Income Housing, New Markets,
Rehabilitation, and Other Tax Credit Programs 939 13.1 Relationships
between Nonprofits and For-Profits in Affordable Housing: A Basic Business
Typology 941 13.2 Nonprofit-Sponsored LIHTC Project 943 13.3 Low-Income
Housing Tax Credit 946 13.4 Historic Investment Tax Credit 1003 13.5
Empowerment Zone Tax Incentives 1012 13.6 New Markets Tax Credits 1020 13.7
Recent IRS Guidance Regarding Guarantees and Indemnifications 1075 13.8
Reportable LIHTC/NMTC Transactions 1088 13.9 Gulf Zone Opportunity ACT of
2005 1090 13.10 The Energy Tax Credits 1093 Appendix 13A: New Markets Tax
Credits Project Compliance/Qualification/Accounting Projections Checklist
1098 Chapter 14: Joint Ventures with Universities 1101 14.1 Introduction
1101 14.2 Redesigned Form 990: Annual Information Reporting Requirements
for Colleges and Universities 1111 14.3 Colleges and Universities IRS
Compliance Initiative 1114 14.4 Research Joint Ventures 1119 14.5 Faculty
Participation in Research Joint Ventures 1130 14.6 Nonresearch Joint
Venture Arrangements 1133 14.7 Modes of Participation by Universities in
Joint Ventures 1152 14.8 Incentives Available to Taxable Joint Venturers
1167 14.9 Conclusion 1168 Chapter 15: Business Leagues Engaged in Joint
Ventures 1171 15.1 Overview 1171 15.2 The Five-Prong Test 1179 15.3
Unrelated Business Income Tax 1190 Chapter 16: Conservation Organizations
in Joint Ventures 1199 16.1 Overview 1199 16.2 Conservation and
Environmental Protection as a Charitable or Educational Purpose: Public and
Private Benefit 1200 16.3 Conservation Gifts and §170(h) Contributions 1208
16.4 Unrelated Business Income Tax Issues 1223 16.5 Joint Ventures
Involving Conservation 1226 16.6 Senate Finance Committee Investigation of
The Nature Conservancy (TNC) 1228 16.7 Emerging Issues 1229 16.8 Conclusion
1233 Chapter 17: International Joint Ventures 1235 17.1 Overview 1236 17.2
Domestic Charities Expending Funds Abroad 1239 17.3 Potential for Abuse:
The Use of Charities as Accommodating Parties in International Terrorist
Activities 1244 17.4 Guidelines for U.S.-Based Charities Engaging in
International Aid and International Charities 1256 17.5 General Grantmaking
Rules 1259 17.6 Foreign Organizations Recognized by the IRS as §501(c)(3)
Organizations 1263 17.7 Public Charity Equivalency Test 1266 17.8
Expenditure Responsibility 1267 17.9 Domestic Charities Entering into Joint
Ventures with Foreign Organizations 1269 17.10 Application of Foreign Laws
in Operating a Joint Venture in a Foreign Country 1275 17.11 Application of
Foreign Tax Treaties 1276 17.12 Current Developments 1285 17.13 Conclusions
and Forecast 1289 Chapter 18: The Exempt Organization as Lender or Ground
Lessor 1291 18.1 Overview 1292 18.2 Participation as a Lender or Ground
Lessor 1293 18.3 Types of Real Estate Loans 1296 18.4 Participating Loans
1299 18.5 Ground Lease with Leasehold Mortgage 1312 18.6 Sale of
Undeveloped Land 1322 18.7 Guarantees 1330 18.8 Conclusion 1334 Chapter 19:
Debt Restructuring and Asset Protection Issues 1335 19.1 Introduction 1336
19.2 Overview of Bankruptcy 1343 19.3 The Estate and the Automatic Stay
1358 19.4 Case Administration 1372 19.5 Chapter 11 Plan 1377 19.6 Discharge
1392 19.7 Special Issues: Consequences of Debt Reduction 1393 Business Debt
1397 Index 1399