The Advisors Forum PresentsLive CPE Series

Hosted by Peter S. Myers and Bob Keebler

Peter S. Myers, Esq.The Myers Law Firm, P.C.100 Spear St., Suite 1430San Francisco, CA 94111

(415) 951-8100

Robert Keebler, CPA, MST Virchow, Krause & Company, LLP2201 E. Enterprise Ave., Suite 100

Appleton, WI 54913(920) 739-3345

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Types of Alternative Investments Tax Opportunities In Venture Capital Tax Treatment of RSUs and

Compensatory Grants Tax Treatment of Oil and Gas Investments Using Flow-Through Entities for Start-Up

Companies, Real Estate, Small Business, Venture Capital, and Oil and Gas

Transfer Taxation

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Venture Capital Private Equity Hedge Funds Oil and Gas Alternative Energy Real Estate

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Qualified Small Business Stock (“QSBS”): Rollovers• Income Taxation• Limitations and Rules• Using Pass-Through Entities• Losses on QSBS• California QSBS Rules• Common Audit Issues in California• Rollover Provisions• Rollover Audit Issues

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Requirement FederalRequirements

CaliforniaRequirements

Entity. C corporation. C corporation.

Stock Issued. By the corporation as original issue.

By the corporation as original issue.

Date Issued. After August 11, 1993. After August 11, 1993.

Asset Limitation. No more than $50 million. No more than $50 million.

Asset Test. Use at least eighty percent of its assets in an active trade or business.

Use at least eighty percent of its assets in an active trade or business in California.

“Asset” Defined. Defined by statute to include gross assets including current assets and intangible assets.

Defined by statute to include gross assets including current assets and intangible assets (the FTB tries to use the Schedule 100R property definition instead of the definition provided by the statute).

Payroll Test. No requirement. Employ at least eighty percent of its total payroll expense in an active trade or business in California (the FTB tries to use “payroll”as defined in the California Schedule 100R instead of the term used in the statute).

Qualification Period. During substantially all of the sixty-month holding period.

During substantially all of the sixty-month holding period (State Board of Equalization precedent defines substantially all to mean eighty percent or more, however, the FTB argues for a higher percentage).

Holder. Non-corporate taxpayer. Non-corporate taxpayer.

Holding Period - No rollover. Sixty months. Sixty months (although on audit, FTB auditors frequently try to apply the asset test and the payroll test over the entire period the taxpayer owns the stock).

Holding Period - If rolled over. Six months. Six months.

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RSUs & Compensatory Grants•Income Taxes•Limitations on Sale

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Structural Aspects of Limited Partnerships and Joint Ventures in Oil and Gas

Intangible Drilling Costs IDCs and AMT Depletion Allowance

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Venture Funds Pass-Through of Losses Passive Activity Losses “At-Risk” Limitations Partnership Allocations Capital Account Considerations

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GRATs and Timing Techniques• Transferring Appreciation of Venture Capital

Interests Using Grantor Retained Annuity Trusts• Gift Value of the GRAT• Term of the Trust

IDGTs• Transfer of Assets to an Intentionally Defective

Grantor Trust Other Transfer Tax Techniques

• FLPs or FLLCs• Charitable Lead Trusts

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