Tax Traps in Partnerships and LLCs – A03

Estates and Probate/Elder Law/Tax Law Track
Tax Section

Session A: 9:00 a.m. – 10:30 a.m.

Learn how to avoid unintended negative tax consequences and liability under the new IRS partnership audit rules. The program will also address self-employment tax issues for owners and managers of limited liability companies as well as how to avoid the unintended recognition of gain on the formation of a limited liability company

You will learn:

  • About the new partnership audit rules and drafting provisions to protect clients from tax liability under the new partnership audit rules
  • How to set up, fund, and operate a Partnership or an LLC to avoid the new IRS Rules on disguised sale treatment of debt-burdened property and self-employment tax issues
  • The application of section 83(b) of the Code and Rev. Proc. 93–27 to the issuance of partnership equity compensation


Luke T. Tashjian, WhitmanBreed, Greenwich

Attorney Tashjian is an associate in the Firm’s Trusts & Estates, Business Law, and Tax Departments. His practice includes structuring tax efficient transactions; advising clients on the tax effects of proposed transactions; preparing estate planning and corporate documents; probating estates and preparing tax returns; representing businesses in mergers, acquisitions, and sales; forming for profit and not-for-profit entities; and representing parties in tax controversies and collection matters.






Morris W. Banks, Pullman & Comley LLC, Hartford

Attorney Banks practices in the areas of corporate law, corporate securities, taxation, mergers and acquisitions and succession planning for closely held businesses. He has counseled numerous emerging and early stage companies and has been involved in more than $150 million of venture capital financings.

Moe lectured on business planning for 35 years at the University of Connecticut School of Law as an adjunct faculty member. He is an author of various articles related to taxation and business matters including tax considerations in the purchase and sale of business interests, succession planning for the successful family business, charitable lead trusts, tax issues raised in forming LLC’s, drafting of LLC operating agreements, drafting of tax efficient LLC incentive compensation arrangements, taxable and tax free mergers and acquisitions, forms of venture capital and structure of venture capital pools. A frequent lecturer before professional groups, Moe has participated as a panel member in symposia sponsored by the Connecticut Bar Association, the Federal Tax Institute of New England, the Connecticut Society of Certified Public Accountants, the Hartford County Bar Association, the University of Connecticut Income Tax School and various business groups such as the Connecticut Business and Industry Association.

Moe is a graduate of Dartmouth College, Columbia University School of Law, and earned his LL.M. in taxation at the New York University Graduate School of Law. He has served as the chair of the CBA tax section, president and chair of the Connecticut Opera Association and is the immediate past president and board member of the Greater Hartford Arts Council.

Louis B. Shatz, Shipman & Goodwin LLP, Hartford

Attorney Shatz is a member of Shipman & Goodwin’s Management Committee and also serves as Chair of the firm’s Tax and Employee Benefits Practice Group. He is the past Chair of the Tax Section of the Connecticut Bar Association.

Lou practices in the areas of federal and State of Connecticut tax with attention to the representation of closely held businesses organized as limited liability companies, partnerships and S corporations; real estate joint ventures; and the representation of taxpayers involved in Federal and Connecticut tax controversies (at the audit, appellate and court levels). He is a frequent lecturer on federal and State of Connecticut tax, partnership and limited liability company issues. For many years he has been providing annual updates on Connecticut tax developments to accountants practicing in New York and New Jersey.

His recent lectures include presentations to the Connecticut Bar Association, the Connecticut Society of CPA’s, the Connecticut Business and Industry Association, the National Conference of CPA Practitioners, the New York State Society of CPA’s, the Long Island Tax Practitioner Symposium, the National Business Institute, the University of Connecticut Income Tax School, the New England Tax Institute and the Foundation for Accounting Education in New York City. Louis is widely published, including his authorship of the latest edition of “Connecticut Limited Liability Act: Forms and Practice Manual,” the leading treatise in Connecticut on limited liability companies.

Dan Smolnik, Smolnik Law Offices, Hamden

Attorney Smolnik has been practicing in the areas of tax, business transactions, and tax-exempt organizations for over 30 years.

Dan also serves on the Internal Revenue Service Taxpayer Advocacy Panel, to which he was appointed in 2017 for a three year term. This panel advises the IRS on tax policy and engages with the public to develop and improve tax processes and systems.

Dan holds his Juris Doctorate degree from Valparaiso University, his MBA from the Massachusetts Institute of Technology and his BA from the University of Rochester. He has published dozens of articles in professional journals and lectures frequently to law and accounting professionals. He is Secretary-Treasurer of the Tax Section of the Connecticut Bar Association, where he chairs the Federal Business Tax Subcommittee.



CLE Credit: 1.5 Hours