EFTA01154591Set 9
2014-04-3055p15,833w
areas.
In addition, regulations under section 752 address the treatment of partnership
recourse and nonrecourse liabilities. The IRS and the Treasury Department believe it is
appropriate to reconsider the rules ... payment obligations under
§1.752-2(b)(6), and the methods available for allocating excess nonrecourse liabilities
under §1.752-3(a)(3). Also discussed in the following section is an explanation ... worst-case scenario. Under this test, the regulations would generally allocate
an otherwise nonrecourse liability of the partnership to a partner that guarantees the
liability even if the lender
https://www.justice.gov/epstein/files/DataSet%209/EFTA01154591.pdf
EFTA01134802Set 9
2013-05-0137p14,486w
Company Minimum Gain shall be
determined, first, by computing for each Nonrecourse Liability any gain which the
Company would realize if the Company disposed of the property subject to that ... below zero) by the aggregate distributions made during the year of
proceeds of a Nonrecourse Liability that are allocable to an increase in Company
Minimum Gain, determined according ... provisions of Treasury Regulation
§ 1.704-2(c) and (h).
"Nonrecourse Liability" means a Company liability with respect to which no
Member bears the economic risk of loss as determined under
https://www.justice.gov/epstein/files/DataSet%209/EFTA01134802.pdf
EFTA01084769Set 9
78p41,041w
Section 6.5(il.
"Minimum Gain" shall mean (a) with respect to Partnership Nonrecourse Liabilities, the
amount of gain that would be realized by the Partnership if it disposed ... taxable transaction)
all Partnership assets that are subject to Partnership Nonrecourse Liabilities in full satisfaction of
Partnership Nonrecourse Liabilities, computed in accordance with applicable Treasury
Regulations, or (b) with respect ... such Partner to comply with all the terms and provisions of this Agreement.
"Partnership Nonrecourse Liabilities" shall mean nonrecourse liabilities (or portions
thereof) of the Partnership for which no Partner
https://www.justice.gov/epstein/files/DataSet%209/EFTA01084769.pdf
EFTA00617557Set 9
78p41,041w
Section 6.5(il.
"Minimum Gain" shall mean (a) with respect to Partnership Nonrecourse Liabilities, the
amount of gain that would be realized by the Partnership if it disposed ... taxable transaction)
all Partnership assets that are subject to Partnership Nonrecourse Liabilities in full satisfaction of
Partnership Nonrecourse Liabilities, computed in accordance with applicable Treasury
Regulations, or (b) with respect ... such Partner to comply with all the terms and provisions of this Agreement.
"Partnership Nonrecourse Liabilities" shall mean nonrecourse liabilities (or portions
thereof) of the Partnership for which no Partner
https://www.justice.gov/epstein/files/DataSet%209/EFTA00617557.pdf
EFTA01097356Set 9
68p35,148w
Code § 108 do not apply
to the transaction.
Without defining the terms "recourse" or "nonrecourse" liability, Reg. § 1.1001-
2(a)(4) provides among other things, that: (i) the sale ... other disposition of
property that secures a nonrecourse liability discharges the transferor from
liability, but (ii) the sale or other disposition of property that secures a recourse
liability discharges
https://www.justice.gov/epstein/files/DataSet%209/EFTA01097356.pdf
EFTA00284039Set 9
17p7,814w
Minimum Gain that would result if the Member
Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations
Section 1.704-2(i)(3).
"Member Nonrecourse Deductions ... shall not be taken into account in computing Net Profits or Net Losses.
(I) "Nonrecourse Liability" has the meaning set forth in Regulations Section 1.752-1(aX2).
(m) "Regulation ... liabilities were satisfied in cash according to their terms
(limited, with respect to each Nonrecourse Liability or Member Nonrecourse Debt in respect of
such Member, to the Asset Values
https://www.justice.gov/epstein/files/DataSet%209/EFTA00284039.pdf
EFTA00284022Set 9
17p7,814w
Minimum Gain that would result if the Member
Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations
Section 1.704-2(i)(3).
"Member Nonrecourse Deductions ... shall not be taken into account in computing Net Profits or Net Losses.
(I) "Nonrecourse Liability" has the meaning set forth in Regulations Section 1.752-1(aX2).
(m) "Regulation ... liabilities were satisfied in cash according to their terms
(limited, with respect to each Nonrecourse Liability or Member Nonrecourse Debt in respect of
such Member, to the Asset Values
https://www.justice.gov/epstein/files/DataSet%209/EFTA00284022.pdf
EFTA00806988Set 9
16p7,568w
Minimum Gain that would result if the Member
Nonrccourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations
Section 1.704-2(iX3).
(.1) "Member Nonrecourse Deductions ... liabilities were satisfied in cash according to their terms
(limited, with respect to each Nonrecourse Liability or Member Nonrecourse Debt in respect of
such Member, to the Asset Values
https://www.justice.gov/epstein/files/DataSet%209/EFTA00806988.pdf
EFTA00611757Set 9
2014-01-304p2,159w
that upend the current rules on the treatment of partnership recourse and nonrecourse liabilities in section
752, prompting harsh criticism from practitioners who described the regs as disastrous.
Full Text ... that upend the current rules on the treatment of partnership recourse and nonrecourse liabilities in section
752, prompting harsh criticism from practitioners who described the regs as disastrous ... because net value doesn't actually mean what the partner is worth, he said.
Nonrecourse Liability Allocation
Abrams also had concerns about the rules for the allocation of nonrecourse liabilities
https://www.justice.gov/epstein/files/DataSet%209/EFTA00611757.pdf
EFTA00614617Set 9
2015-03-0942p11,172w
Carrying Value, all liabilities of
the Fund were satisfied (limited, with respect to each nonrecourse liability, to the
Carrying Value of the asset(s) securing such liability ... Minimum Gain that
would result if such partner nonrecourse debt were treated as a nonrecourse liability
(as defined in Treasury Regulations Section 1.752-1(aX2)) determined in
accordance with Treasury
https://www.justice.gov/epstein/files/DataSet%209/EFTA00614617.pdf
EFTA00614659Set 9
2015-03-0942p11,174w
Carrying Value, all liabilities of
the Fund were satisfied (limited, with respect to each nonrecourse liability, to the
Carrying Value of the asset(s) securing such liability ... Minimum Gain that
would result if such partner nonrecourse debt were treated as a nonrecourse liability
(as defined in Treasury Regulations Section I .752-I(aX2)) determined in
accordance with
https://www.justice.gov/epstein/files/DataSet%209/EFTA00614659.pdf
EFTA00803515Set 9
2015-03-0942p18,911w
Carrying Value, all liabilities of
the Fund were satisfied (limited, with respect to each nonrecourse liability, to the
Carrying Value of the asset(s) securing such liability ... Minimum Gain that
would result if such partner nonrecourse debt were treated as a nonrecourse liability
(as defined in Treasury Regulations Section I .752-I(aX2)) determined in
accordance with
https://www.justice.gov/epstein/files/DataSet%209/EFTA00803515.pdf
EFTA00742409Set 9
2007-11-149p4,663w
Entity Liabilities
If a loss or deduction should arise that is attributable to a nonrecourse liability of the Freeze Entity, the
Sample Freeze Agreement provides that such "nonrecourse" loss ... capital account balances, which is
very unlikely to occur in a Freeze Entity. A "nonrecourse" liability is one that no member or related
party has funded or guaranteed ... loss or deduction should arise that is attributable to a "partner nonrecourse" liability of the Freeze
Entity (generally a nonrecourse loan made, or guaranteed, by a Unit holder or related
https://www.justice.gov/epstein/files/DataSet%209/EFTA00742409.pdf
EFTA02435864Set 11
2009-05-0134p13,410w
liabilities were satisfied in cash according to their terms (limited,
with respect to each nonrecourse liability or partner nonrecourse
debt (each as defined in Treasury Regulations Section ... nonrecourse deductions" (as defined in Treasury Regulations Section 1.704-2(b)) and
"excess nonrecourse liabilities" (as defined in Treasury Regulations Section 1.752-3(a)), if any, of
the Company shall
https://www.justice.gov/epstein/files/DataSet%2011/EFTA02435864.pdf
EFTA00283336Set 9
2014-05-0133p13,146w
means the aggregate of the amount of Income, if any, with
respect to each nonrecourse liability of the Company, that would be realized by the Company if
it disposed ... cash of the Company
remaining after payment of all liabilities (other than nonrecourse liabilities) of the Company
were distributed in liquidation of the Company immediately following the end of such
https://www.justice.gov/epstein/files/DataSet%209/EFTA00283336.pdf