Skip to main content

Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2014

 
Author(s): Stephen D. Rose, Clifford M. Warren, Eric B. Sloan
Practice Area: Tax
Published: Apr 2014
PLI Item #: 51218
CHB Spine #: D410, D411, D412

STEPHEN D. ROSE is a partner of Munger, Tolles & Olson LLP, concentrating on the structuring and taxation aspects of complex business transactions.  He received a B.A. from the University of California at San Diego, an M.B.A. from the University of California at Berkeley, a J.D. from the University of California, Hastings College of the Law and an LL.M. in taxation from New York University School of Law, where he served as a graduate editor of the Tax Law Review and was the recipient of a Tax Law Review merit scholarship.  Mr. Rose has been selected for inclusion in the Best Lawyers in America (Woodward/White) and Chambers USA, is listed as “highly recommended” by PLC Which Lawyer, and is a fellow of the American College of Tax Counsel.

Mr. Rose's practice focuses primarily on the structuring and taxation aspects of mergers and acquisitions (both domestic and international), joint ventures (including LLCs and partnerships), real estate transactions (including REIT and UPREIT transactions and like-kind exchanges), venture capital, LBO and other private equity transactions, workouts and restructurings, and financial instruments.  He has particular expertise in the interplay between corporate and partnership taxation, and in structuring creative, tax-favored acquisitions and dispositions involving joint ventures.  In addition, Mr. Rose has significant federal and state tax controversy experience, and is admitted to practice before the United States Tax Court.

In addition to his legal practice, Mr. Rose is an adjunct law professor at the UCLA School of Law, where he teaches advanced corporate and partnership taxation courses.  He is a frequent lecturer at national conferences, including the NYU Tax Institute, the Tax Executives Institute, the USC Tax Institute, and Practising Law Institute programs, and has written many articles on a variety of taxation subjects.  Currently, Mr. Rose is on the Executive Planning Committees for both the NYU Tax Institute and the USC Tax Institute (Chair).  Formerly, he was a member of the Executive Committee of the Taxation Section of the State Bar of California and a chair of both the Corporate Tax Committee and the Partnership and Real Estate Tax Committee. 

Mr. Rose has a wide variety of interests outside of his legal and professional activities.  Most recently, he has avidly pursued endurance sports, and has completed three Ironman triathlons and over ten marathons.  He has also maintained his long-time interests in chess, poker and other strategy games.  Mr. Rose is the lucky husband of a wonderful wife, and the proud father of three fantastic boys.


ERIC SLOAN is a partner with Gibson, Dunn & Crutcher LLP.  He specializes in the use of partnerships and limited liability companies in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings.  Eric represents a wide array of clients, including some of the largest private equity firms in the country, as well as a number of the largest publicly traded and privately held companies in the world.  Eric has authored articles that have appeared in numerous professional publications, including Tax Notes, Journal of Taxation, The Tax Executive, TAXES, Major Tax Planning (The Law School of the University of Southern California), Journal of Passthrough Entities, Tax Management Memorandum, and Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances (Practising Law Institute).  Eric is an adjunct professor at the Georgetown University Law Center and is a frequent lecturer on a variety of topics dealing with U.S. federal income taxation, having spoken at many of the country’s leading tax conferences, including the Practising Law Institute, the University of Chicago Law School’s Federal Tax Conference, the Texas Federal Tax Institute, the Southern Federal Tax Institute, the USC Gould School of Law Tax Institute, the New York University’s Institute on Federal Taxation and Summer Institute on Federal Taxation, the American Bar Association Tax Section, the New York State Bar Association Tax Section, and the Tax Executives Institute, as well as at the Wharton School of Business and the New York University School of Law.

Eric received his B.A., with honors in English Literature, from Northwestern University, his J.D. from the University of Chicago Law School, and his LL.M. in Taxation, with distinction, from the Georgetown University Law Center.  Eric is a member of the Executive Committee of the New York State Bar Association Tax Section, a Co-Chair of that Tax Section’s Partnership Committee, and a former Co-Chair of that Tax Section’s Committee on Investment Funds.  Eric is also a member of the Tax Section of the American Bar Association, a member and Past Chair of the Tax Section’s Committee on Partnerships and LLCs, a Council Director of the Tax Section, and a member of the Tax Section’s Nominating Committee.  In addition, he is a member of the planning committee for the University of Chicago Law School’s Annual Federal Tax Conference, as a member of the advisory board of NYU Institute on Federal Taxation and Past Honorary Co-Chair of that Institute, and Co-Chair Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances (Practising Law Institute).


Cliff Warren is a graduate of Middlebury College (BA), New York Law School (JD) and New York University School of Law (LLM Tax). 

Cliff started out with the law firm of Breed Abbott & Morgan.  He worked on investment matters at The Equitable, was head of tax at GE Capital Corporate Financial Services, DB Zwirn & Co. (a NYC hedge fund) and Kohlberg Kravis Roberts & Co (a NYC private equity firm).  Cliff is currently with the Chief Counsel’s Office at the IRS serving as Special Counsel in the Passthroughs and Special Industries Division.