text: There hasn't really been an thread about what y'all think is the lowest points in Simpsons history. So what episodes do you think deserve the crown for worst ever? Bart-Mangled Banner-This episode feels more like a Family Guy episode with the Simpsons thrown in as an afterthought! I mean seriously? "Last Registered Democrat"??? Though it is a satire of post-9/11 conservitalism (and aired two months after the Iraq War started), the writers just tried to get as much liberal anger out as they could and didn't have any humorous effort. Same goes for the jab at Fox News in "Mr. Spritz Goes To Washington", and even I don't think Family Guy would go that far. Also, it's "Liberal Lisa" at her worst. The Computer Wore Menace Shoes-It's just an extended "Treehouse Of Horror" segment. The whole parody of The Prisoner just seemed so out of place in the Simpsons world. Plus it didn't really have an ending. The Boys Of Bummer-My personal "panda rape".Bart or another Simpson becoming a pariah isn't a new plot device. But this stands out because the reason of hate was too trivial (fumbling a pop fly) and the consequences way too over-the-top. I'd expect this to come from South Park, but The Simpsons??? To put it short it just wasn't funny (and the mood whiplash between this and Homer's [better] subplot about becoming a mattress salesman). One of the few episodes I can't even bear to see again. Just plain sick. On A Clear Day I Can't See My Sister-Lisa's hatred of Bart was given a rocket boost. Usually, Lisa is a jerk because she's preachy and liberal, but here she's just plain mean. And like in "Bummer", it's a good thing Marge stepped in before things could get any worse. The Bob Next Door-Scariest Bob episode (even more than "Cape Feare"). Who wants to laugh at guys getting their faces peeled off with their muscles and blood showing??? Itchy & Scratchy: The Movie-I hate an uber-competant Homer (though its ending was touching). Wedding For Disaster-Giving Marge an exaggerated "bridezilla" attitude and Patty & Selma's Saw-inspired torture of Homer. Character traits were just too exaggerated here. Marge Be Not Proud-Just too depressing. Bart vs. Thanksgiving-Again too depressing. Marge vs. SSCCTG-Again took satire too far and too cruel for mainstream Simpsons humor. The Lastest Gun In The West-The random dog plot that takes up the whole first act just doesn't work.


text:
To embed, copy and paste the code into your website or blog:
On December 30, 2013, the Internal Revenue Service issued its long-awaited historic rehabilitation tax credit guidance in the form of a Revenue Procedure that outlines a safe harbor for allocations of the Code Sec. 47 tax credits to partners in a partnership. The impetus for this guidance grew out of the 2012 3rd Circuit opinion in Historic Boardwalk Hall, LLC v. Commissioner, 694 F.3d 425 (3rd Cir. 2012), cert. denied, U.S., No. 12-901, May 28, 2013. In Boardwalk, the court determined that the tax credit investor's return from the historic tax credit partnership was effectively fixed and that the investor had no meaningful downside risk. It concluded that the investor "lacked a meaningful stake in either the success or failure" of the partnership and was not a "bona fide partner." As a result, the allocation of the rehabilitation tax credits to the partner by the partnership was disallowed.
Large corporations, especially financial institutions, had been a significant source of capital investment in historic rehabilitation tax credit transactions because such entities generally were not subject to the Code Sec. 469 passive activity rules, which limit most taxpayers' ability to utilize these credits. The tax credit partnerships had been a way to improve the tax efficiency of the tax credit program. They permitted sponsors that lacked sufficient taxable income to utilize the credits themselves to monetize the tax credits by allocating them to an investor who contributed capital to the development partnership. The Boardwalk decision, and a subsequent IRS Field Attorney Advice (FAA20124002F), blunted the enthusiasm of some traditional tax credit investors for new investments in historic rehabilitation tax credit transactions and caused a number of transactions to be restructured. Taxpayers and industry representatives clamored for guidance from the IRS that would permit historic tax credit transactions to proceed. After a series of delays, guidance finally was issued by the IRS on December 30, 2013 that is applicable to allocations of rehabilitation tax credits to partners made on or after that date. For historic tax credit transactions meeting the conditions of the Rev. Proc. 2014-12 safe harbor, the IRS said that it will not challenge the partnership's allocation of historic rehabilitation tax credits. Whether that guidance actually will permit historic tax credit transactions to proceed with their pre-Boardwalk vigor remains to be seen.
Although the IRS cautioned that the safe harbor was not intended to provide substantive rules regarding historic tax credits or the validity of partnership allocations that fail to satisfy the safe harbor, practitioners have long viewed pronouncements like the safe harbor in the Revenue Procedure as, effectively, setting forth the IRS view of the substantive rules for transactions encompassed by the Revenue Procedure. The IRS also cautioned that taxpayers should not conclude that the amount of the historic tax credits claimed is otherwise valid even though the partnership agreement meets the safe harbor conditions.
The Revenue Procedure made it clear that the safe harbor applies to the common tax credit models currently in use: (x) the Developer Partnership model, in which the partnership to which the tax credit investor is admitted, owns and rehabilitates the property, and (y) the Master Tenant Partnership model, where the investor is admitted as a member of a Master Tenant Partnership, the Master Tenant Partnership becomes a member of the Developer Partnership in exchange for a contribution of capital representing the agreed value of the tax credits, and a Treas. Reg. §1.48-4(a)(1) election is made by the Developer Partnership to treat the Master Tenant Partnership as having acquired the property.
In order to qualify for the protection of the rehabilitation tax credit safe harbor, the transaction must satisfy a series of separate conditions:
In the case of transactions following the Master Tenant Partnership model, the tax credit investor generally cannot also own an interest in the Developer Partnership other than through its indirect interest in the Developer Partnership held through the Master Tenant Partnership.
The sponsor, i.e., the principal or manager in the development entity, must own a minimum 1 percent interest in each material item of partnership income, gain, loss, deduction and credit at all times during the existence of the partnership. This requirement looks back to the historic IRS ruling position regarding the required minimum size of the general partner's interest in a limited partnership in the days before the check-the-box partnership classification regulations. In addition to decreasing the percentage of the available tax credits that can be allocated to the investor by almost one full percentage point, this condition may require the sponsor to contribute 1 percent of the aggregate capital required by the partnership in order for all of the partnership allocations to meet the 1 percent interest rules.
The investor must have a minimum interest in each material item of partnership income, gain, loss, deduction and credit equal to 5 percent of the investor's percentage interest in those items for the taxable year in which the investor's percentage share is the largest. The investor's percentage interest in profits usually is at its largest in the taxable year in which the property is placed in service and, under the safe harbor, the largest permitted investor interest would be 99 percent. If the investor has a 99 percent interest in partnership profits for the year in which the rehabilitation tax credits are placed in service, the investors' share of partnership profits could not be less than 4.95 percent at any subsequent time it holds an interest in the partnership.
The investor's partnership interest must be "a bona fide equity investment with a reasonably anticipated value commensurate with the investor's overall percentage interest in the partnership, separate from any federal, state and local tax deductions, allowances, credits and other tax attributes" (emphasis supplied) to be allocated to the investor. Further, the investor cannot be "substantially protected from losses" from partnership operations and must participate in partnership profits in a manner that is not limited to a preferred return that is in the nature of a payment for its capital investment. The bona fide equity test of the safe harbor requires that the investor own an interest in the partnership having a value separate from the tax credits that otherwise flow through to the investor. This requirement of a real economic interest "with a reasonably anticipated value commensurate with the investor's overall percentage interest" may represent a meaningful hurdle for some transactions. It is likely to require some restructuring of the economic returns/risk exposures for tax credit transactions in all events.
Under the rules explained below involving puts/calls with respect to the investor's partnership interest, the exercise price of the investor's put cannot be less than its fair market value at the time the put is exercised. The safe harbor protects the integrity of this value determination by providing that the value of the investor's interest cannot be reduced through fees (including developer, management and incentive fees), lease terms or other arrangements that are unreasonable when compared to fees, lease terms or other arrangements for real estate development projects that do not qualify for the historic rehabilitation tax credits. Making fees in non-tax credit transactions the standard for the reasonableness of such fees in tax credit transactions will represent a fundamental shift in the structure of some tax credit transactions where sponsors had relied upon deferred development fees to increase the amount of the credit and shift more of the economic elements of the property of the sponsor. It is likely that the typical deferred development fee in a historic tax credit deal would fail this condition where it was not otherwise a feature of non-tax credit transactions. Further, the partnership cannot have other arrangements designed to reduce the value of the investor's interest. The Revenue Procedure gives the following as an example of this rule: A sublease of the underlying property from the Master Tenant Partnership to the Developer Partnership or a Principal, which could be used to reduce the profits earned by the Master Tenant Partnership from successfully leasing the property to occupancy tenants, is deemed unreasonable unless the sublease is required by a third-party unrelated to the Principal. Further, the duration of any such sublease must be shorter than the duration of the head lease, and the Master Tenant Partnership may not terminate its lease during the period in which the investor remains a partner in the Master Tenant.
The investor must make a minimum, unconditional contribution before the building is placed in service. The minimum contribution amount is set at 20 percent of the investor's total expected capital contributions and the investor must maintain that minimum throughout the duration of its ownership of its partnership interest. The contribution of an investor promissory note is accounted for at $0 for the purpose of measuring compliance with this condition. Further, at least 75 percent of the investor's total expected capital contributions must be fixed in amount before the date the building is placed in service.
Although the safe harbor permits certain unfunded guarantees covering the performance of any act needed to claim the Sec. 47 credit, the avoidance of any act that would cause the partnership to fail to qualify for rehabilitation tax credits or would result in a recapture event, and other guarantees not defined as "impermissible" under the safe harbor, e.g., an operating deficit guarantee, it prohibits almost all funded guarantees and all guarantees relating to the allowance or amount of the rehabilitation tax credit (an "impermissible guarantee"). For example, an impermissible guarantee would exist where any person involved in the rehabilitation tax credit transaction directly or indirectly guarantees or otherwise ensures the investor's ability to obtain the rehabilitation tax credits, the cash equivalent of the credits or the repayment of any portion of the investor's contribution due to the investor's inability to claim the rehabilitation tax credits following a challenge by the IRS. Although this requirement does not prevent the investor from purchasing tax credit insurance from persons not otherwise involved in the rehabilitation, it prohibits the type of tax credit indemnity agreements entered into by the sponsor that historically have been a feature of rehabilitation tax credit investments. The prohibition on funded guarantees will negatively impact projects that had established funded operating deficit reserves in lieu of developer operating deficit guarantees because of further restrictions in the safe harbor.
The sponsor may neither make a loan to an investor to enable it to acquire an interest in the Developer Partnership or the Master Tenant Partnership, nor may it guarantee the investor's acquisition financing.
Rehabilitation tax credit transactions historically featured a put option held by the investor and a call option held by the sponsor that became exercisable after the end of the tax credit recapture period. Under the IRS safe harbor, neither the principal nor the partnership is permitted to have a call option or other contractual right or agreement to purchase or redeem the investor's interest at a future date. That is, the sponsor cannot have a mechanism to force the tax credit investor to relinquish its interest in the partnership. The fact that the exercise price of such a call option may be based on the fair market value of the tax credit investor's interest is irrelevant. Further, the investor is barred from having a contractual right or other agreement that requires any person involved in any part of the tax credit transaction to purchase or liquidate the investor's interest in the partnership at a future date (a "put') at a price that is more than its fair market value determined at the time of exercise. In determining fair market value for this purpose, only those contracts or other arrangements creating rights or obligations that are entered into in the ordinary course of the partnership's business and are negotiated at arms-length with parties not related to the partnership or investors may be taken into account. Finally, an investor may not acquire its interest in the partnership with the intent of it abandoning the interest after the completion of the qualified rehabilitation.
It is probable that the important institutional investors in the historic tax credit market are reviewing this guidance and evaluating how transactions need to be structured for those investors to be confident in their tax positions in new transactions. Given the focus of this guidance on ensuring that the investor has some meaningful economic upside and downside and is not protected by the sponsor from income tax risks associated with the disallowance of the credit, it is certain that new historic tax credit transactions likely will present a very different set of risks and potential benefits to tax credit investors. Practitioners and investors hope that the guidance would smooth the path to a resumption of investments in historic tax credit projects that had been deferred pending this guidance.
See more »
DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
© Cozen O'Connor
Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up to create your digest using LinkedIn*
JD Supra provides users with access to its legal industry publishing services (the "Service") through its website (the "Website") as well as through other sources. Our policies with regard to data collection and use of personal information of users of the Service, regardless of the manner in which users access the Service, and visitors to the Website are set forth in this statement ("Policy"). By using the Service, you signify your acceptance of this Policy.
JD Supra collects users' names, companies, titles, e-mail address and industry. JD Supra also tracks the pages that users visit, logs IP addresses and aggregates non-personally identifiable user data and browser type. This data is gathered using cookies and other technologies.
The information and data collected is used to authenticate users and to send notifications relating to the Service, including email alerts to which users have subscribed; to manage the Service and Website, to improve the Service and to customize the user's experience. This information is also provided to the authors of the content to give them insight into their readership and help them to improve their content, so that it is most useful for our users.
JD Supra does not sell, rent or otherwise provide your details to third parties, other than to the authors of the content on JD Supra.
If you prefer not to enable cookies, you may change your browser settings to disable cookies; however, please note that rejecting cookies while visiting the Website may result in certain parts of the Website not operating correctly or as efficiently as if cookies were allowed.
Users who opt in to receive emails may choose to no longer receive e-mail updates and newsletters by selecting the "opt-out of future email" option in the email they receive from JD Supra or in their JD Supra account management screen.
JD Supra takes reasonable precautions to insure that user information is kept private. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. However, please note that no method of transmitting or storing data is completely secure and we cannot guarantee the security of user information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of user information at any time.
If you have reason to believe that your interaction with us is no longer secure, you must immediately notify us of the problem by contacting us at email@example.com. In the unlikely event that we believe that the security of your user information in our possession or control may have been compromised, we may seek to notify you of that development and, if so, will endeavor to do so as promptly as practicable under the circumstances.
Except as otherwise described in this privacy statement, JD Supra will not disclose personal information to any third party unless we believe that disclosure is necessary to: (1) comply with applicable laws; (2) respond to governmental inquiries or requests; (3) comply with valid legal process; (4) protect the rights, privacy, safety or property of JD Supra, users of the Service, Website visitors or the public; (5) permit us to pursue available remedies or limit the damages that we may sustain; and (6) enforce our Terms & Conditions of Use.
In the event there is a change in the corporate structure of JD Supra such as, but not limited to, merger, consolidation, sale, liquidation or transfer of substantial assets, JD Supra may, in its sole discretion, transfer, sell or assign information collected on and through the Service to one or more affiliated or unaffiliated third parties.
This Website and the Service may contain links to other websites. The operator of such other websites may collect information about you, including through cookies or other technologies. If you are using the Service through the Website and link to another site, you will leave the Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We shall have no responsibility or liability for your visitation to, and the data collection and use practices of, such other sites. This Policy applies solely to the information collected in connection with your use of this Website and does not apply to any practices conducted offline or in connection with any other websites.
We reserve the right to change this Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our privacy policy will become effective upon posting of the revised policy on the Website. By continuing to use the Service or Website following such changes, you will be deemed to have agreed to such changes. If you do not agree with the terms of this Policy, as it may be amended from time to time, in whole or part, please do not continue using the Service or the Website.
If you have any questions about this privacy statement, the practices of this site, your dealings with this Web site, or if you would like to change any of the information you have provided to us, please contact us at: email@example.com.
Already signed up? Log in here
Back to Top
Explore 2016 Readers' Choice Awards
Copyright ©

subset: commoncrawl