Navigate Section 707 regulations to safely structure property transfers, avoid unintended tax liabilities, and successfully optimize complex partnership transactions.
Partnership transactions often involve complex contributions, distributions, and financing arrangements that can trigger the disguised sale rules under IRC §707, resulting in unexpected tax consequences if not properly structured. As IRS scrutiny continues to evolve and new legislative developments reshape the tax landscape, understanding disguised sale risk has become essential for tax advisors, attorneys, and transaction professionals.
This session provides a practical examination of disguised sale rules in the context of real estate transactions, private equity investments, capital raises, partnership restructurings, and liability-shifting arrangements. Participants will explore recent legislative developments, IRS enforcement priorities, and planning techniques designed to identify risks early and strengthen transaction structures before execution.
Through real-world examples and case studies, attendees will gain practical guidance on liability allocations, debt-financed distributions, qualified liabilities, reimbursements, and documentation strategies that support defensible tax positions and reduce examination risk.
Key Topics Discussed:
CEO | Whitlock Advisory
Megan J. Whitlock is a CPA and founder of Whitlock Advisory, LLC and Entrepreneur in Residence at Eagle Venture Studio and Profit Inc, bringing 25+ years of national tax expertise across M&A, complex partnership transactions, and large-scale corporate restructurings. A nationally recognized CPA, Megan has held senior leadership roles in the national tax offices of KPMG and Moss Adams, where she advised Fortune-level clients, private equity groups, venture capital funds, and operating companies through some of the most complex partnership and transaction structures in the industry. Megan is known for transforming high-complexity tax environments into clear, strategic paths forward—whether navigating multi-billion-dollar deals, restructuring intricate partnership arrangements, or designing tax-efficient structures for investors and founders. Her work spans energy, manufacturing, real estate, private equity, midstream, and emerging technology, with a consistent reputation for precision, clarity, and actionable insight. As a CEO & Founder of Whitlock Advisory, she continues to serve as a trusted advisor to investors and dealmakers operating at the highest levels of sophistication. A national author, speaker, and architect of proprietary accounting and tax technology, Megan has contributed intellectual leadership to the profession for more than two decades. She partners closely with CPAs, M&A teams, private equity firms, and venture builders—bringing an uncommon blend of technical mastery, strategic thinking, and collaborative problem-solving to every engagement. Her ability to “turn complexity into clarity” makes her an invaluable force across the Eagle Venture Studio portfolio, especially within capital-intensive, regulated, or structurally intricate ventures. Outside of her professional pursuits, Megan is an adult amateur equestrian, carrying the same discipline, focus, and commitment to continuous refinement from the arena into every dimension of her work.
