The SALT session will be a panel discussion on some of the latest income/franchise developments for banks and their affiliates. During the session we will review and update the participants on key areas, including; changes proposed by the multistate tax commission’s financial organization apportionment rules; state adoption of a business purpose doctrine; state tax considerations for banks party to FDIC assisted deals, latest nexus trends, reportable transactions and UTP reporting; state considerations for holders of REMIC interests; and, the impact of holding partnership interest. We will also review state audit trends and activity in California, Illinois, Massachusetts, New York, and Washington.

Speakers

• Walter Doggett III, Vice President-Corporate Tax, E*Trade Financial Corporation
• Steven Ryan, Partner, Grant Thornton LLP
• Clark Wulf, EVP, Corporate Tax Director, KeyCorp

The session will review the federal income tax implications of various aspects of loan workouts, loan impairments and loan modifications. The panel will include a discussion of; applicable Original Issue Discount rules; phantom gain/loss recognition under Treasury Regulations 1.1001-3; information reporting considerations common to loan workouts; and other tax considerations under the HAMP loan modification program. The panel will also include a discussion of the U.S. GAAP treatment of loan impairments under SFAS 114, including a comparison to applicable US Federal Income tax principles.

Speakers

• Joe Ferst, Director, Deloitte Tax LLP
• John Niemiec, Director, Deloitte LLP
• Terry Meyers, Director, Deloitte Tax LLP
• Bruce Kamins, Deputy Tax Director, Global Consumer Group, Citigroup

Information Reporting and Withholding has never been so important to your institution as it is today. Congress continues to impose new information reporting and withholding requirements on US institutions, including FATCA, which many consider the largest change in withholding and reporting since TEFRA. Meanwhile, section 1441 audits under the IRS’ Tier One initiative are spreading across the country and those audits are growing into backup withholding and Form 1099 audits. Given the significant amount of exposure any US financial institution faces in this area (and the fact that net operating losses cannot be used to offset withholding tax liabilities), can you afford not to attend this session?

Speaker

• James Ahern, Sr., Treasury Tax Advisor, GMAC Financial Services
• Maria Murphy, Executive Director, Tax Services, Ernst & Young LLP
• Deborah Pflieger, Principal, Ernst & Young LLP

The session will review federal income tax developments and planning and accounting issues arising in mergers and acquisitions. Consideration will be given to the form of the transaction and the resulting consequences. Topics to be discussed include an analysis and review of common acquisition structures, new reorganization regulations, boot allocation in corporate reorganizations, handling target stock options, paying out deferred compensation, enhancing 280G limitations; resolving due diligence issues with S Corp elections and developments; closing down the target’s ESOP; recording the proper deferred taxes; and required disclosures with final returns.

Speakers

• Rick Bailine, Managing Director, RSM McGladrey Inc.
• Robert McCahill, National Tax Leader for Financial Services, RSM McGladrey, Inc

This presentation will focus on recent changes in executive and incentive compensation that are relevant to financial institutions as broadly defined. A key portion of the presentation will focus on final guidance on Sound Incentive Compensation Policies and the proposed regulatory changes under the Dodd-Frank Wall Street Reform and Consumer Protection Act; there will also be an update on the new mortgage originator regulations. Additional topics will include forgivable loans and a discussion of the tax and accounting issues for cash bonuses and stock-based compensation; this discussion will cover the timing of tax deductions, company compensation expense, treatment of dividend payments, and the differences between restricted stock grants and restricted stock units. Finally, we will have an update on trends in nonqualified deferred compensation plans.

Speakers

• Richard Garrison, Senior Vice President, Director of Tax Accounting & Compliance, Jefferies & Co.
• J. Henry Oehmann III, Director, Grant Thornton

The Foreign Account Tax Compliance Act of 2009 (“FATCA”) was included in the Hiring Incentives to Restore Employment (“HIRE”) Act enacted in March 2010, and is generally effective for payments made after December 31, 2012. FATCA was enacted in response to the continued perception that U.S. individuals are not reporting all of their income earned outside the U.S. either due to lax standards or intentional actions of certain foreign entities. FATCA imposes a 30 percent withholding tax on any “withholdable payment” made either to a Foreign Financial Institution (“FFI”) or Non Financial Foreign Entity (“NFFE”). To avoid the withholding tax the FFI or NFFE must comply with the new reporting, disclosure, and related requirements. This session will focus on the impact to US Financial Institutions and what they need to do to comply fully with the new withholding, documentation and reporting obligations resulting from FATCA.

Speaker

• Cyrus Daftary, Partner, Burt Staples & Maner
• Dominick Dell’Imperio, Partner, PricewaterhouseCoopers

This session will review elements and aspects of several IRS programs and processes centered on issue resolution in the examination of income tax returns and Appeals processes. The discussion will include such matters as the Quality Examination Process, the Pre-Filing Agreement Program, the Compliance Assurance Process, the Fast Track Settlement Program, Early Referral to Appeals, the Industry Issue Resolution Program, and the Issue Practice Groups which is to be the replacement program for the tiered issue management strategy.

Speakers

• Bob Adams, Managing Director, RSM McGladrey Inc.
• Patti Burquest, Managing Director – Tax Controversy Services, Washington National Tax, RSM McGladrey, Inc.
• Dean M. Fischbeck, Senior Vice President, Bank of America

Bank M&A activity has increased and become more complex in 2011. In addition, as bank capital ratios improve, the number of potential acquirers has expanded. This panel will explore the issues surrounding the acquisition of troubled banks, whether through FDIC-assisted transactions or open bank transactions. The panel will discuss the application of section 597 to FDIC assisted acquisitions and issues that should be considered by bank holding companies prior to the failure of the bank. In addition, panelists will discuss open bank transactions and some of the acquisition structures being used in the market including stock acquisitions, recapitalizations that may not give rise to an ownership change under section 382, and pre-packaged bankruptcies (Bankruptcy Code section 363 sales of bank subsidiary stock) and much more.

• Patrick Egan, Director – Tax Planning, New York Community Bancorp

  Speakers

  • Colleen Delger, CPA, AVP, Tax Manager, Washington Trust Bank
  • Denise Schwieger, Principal, Washington National Tax, KPMG LLP
  • John Simon, Principal, Mergers & Acquisitions-Tax, KPMG LLP