Taxing Joint Ventures: Maximizing Profits Extraction, Partnership vs. Corporation, Proposed FASB ASU on JV Formations

Mr. Gilbert concentrates his practice in the area of business tax law. He represents domestic and international clients in a wide range of federal, state, and local tax matters. Mr. Gilbert advises publicly traded and private corporations, partnerships, funds, tax-exempt organizations, and individuals on various matters, including those arising in taxable and tax-free mergers and acquisitions, divestitures, restructurings, spin-offs, redemptions, and liquidations; inbound and outbound investments; formation, operation, and acquisition of limited liability companies, partnerships, and Subchapter S corporations; real estate transactions; financings; and tax controversies. He also has experience advising private equity and hedge fund sponsors on the tax aspects of fund formation as well as representing institutional investors regarding joint ventures and other investments. Mr. Gilbert is admitted to practice in New York and Florida, and is also a certified public accountant in New York. He earned his LL.M. in Taxation from New York University School of Law and his J.D. from the University of Alabama School of Law. Mr. Gilbert also received his M.S. in Accounting from the University of Florida and his B.S. in Accounting and Finance from Florida State University.

Mr. Sanders focuses his practice in the area of taxation, particularly in matters affecting partnerships, limited liability companies, S-corporations, real estate, tax controversy, and estate planning, including trusts and estates. He also has 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 ("NMTC") and Historic Tax Credit ("HTC") transactions. He is the author of Joint Ventures Involving Tax-Exempt Organizations (3rd Ed., 2007; 4th Ed., 2013) which was recently cited by the majority opinion in the widely covered U.S. Supreme Court decision in Burwell v. Hobby Lobby Stores, Inc. He previously served as an attorney-advisor to the assistant secretary of tax policy at the Office of Tax Legislative Counsel.

Mr. Ortego serves as a managing director for BDO’s Accounting & Reporting Advisory Services group (“ARAS”). As a member of BDO’s ARAS group, he focuses on assisting companies with matters related to technical accounting and financial reporting under U.S. GAAP, IFRS, and other bases of accounting. Mr. Ortego has over 14 years of technical accounting and financial reporting experience. His experience in accounting and financial reporting matters includes, among other topics, the implementation of ASC 842/IFRS 16, Leases, and ASC 606/IFRS 15, Revenue from Contracts with Customers, IFRS conversions, preparation of financial statements and other Securities and Exchange Commission filings, systems ERP conversions, accounting for business combinations, long-lived asset impairment analysis, debt modifications and consolidation. In addition, Mr. Ortego has extensive experience in the performance of both private and public company audits.