Legal Issues in Museum Administration 2025, cosponsored by the Smithsonian Institution, is the go-to conference for museum professionals and their legal counsel, offering in-depth guidance on the critical legal and business issues impacting museums today.
This program, featuring a distinguished faculty of in-house counsel, museum directors, seasoned professionals, and external legal experts, provides a comprehensive exploration of diverse topics. Engage in dynamic breakout sessions, network at evening receptions, and immerse yourself in practical learning alongside your peers.
This year’s agenda is packed with timely and practical discussions on tax, employment, and copyright updates, as well as the legal risks facing museums and cultural institutions today. Delve into how museums can address challenging moments in their past, engage with communities in the present, and harness emerging technologies for the future including how to incorporate new technologies into the visitor experience.
This year’s conference highlights and other session topics include:
Keynote Address by Stewart McLaurin, President of the White House Historical Association
Recent Developments in Restitution and Repatriation: Key legal trends and challenges in the return of cultural artifacts, including new international and domestic precedents
Gift Modifications: A cy pres deep dive, the legal framework for modifying restricted gifts, with practical strategies to minimize litigation risks
Native American Graves Protection and Repatriation Act (NAGPRA): Regulatory Updates, Key Takeaways, and Implementation Strategies
Hosted Events: A comprehensive guide to successful events, including legal and operational considerations to protect your institution
Fundraising Pitfalls: Avoiding common legal traps for the unwary
Board Governance: Best practices for enhancing board function, ensuring transparency, and fostering staff collaboration
Privacy Law Updates: GDPR, CCPA, and state privacy laws updates; cybersecurity best practices; and special considerations for minors and AI
And much more!
Get ahead of institutional opportunities and navigate challenges with expert-led guidance. Don’t miss your chance to attend the premier educational experience renowned for its collegial atmosphere and industry-shaping insights.
Join us for our upcoming program, Legal Issues in Museum Administration 2025 in Washington, D.C., in-person or via live webcast, on April 9-11, 2025! To learn more about this program and to register for the live webcast, click here.
To find our more about ALI CLE’s in-person courses or webcasts, or to check out on-demand CLE, click here.
The section 1031 industry holds a unique place in our economy.2 Section 1031 has become an important and frequently used provision of the Internal Revenue Code. As a provision of tax law, its application requires the use of tax-law analysis, which requires specialized training. Often, the professionals (real estate attorneys and section 1031 qualified intermediaries) closest to section 1031 exchanges lack that critical training.
Section 1031 grants nonrecognition of gain on the disposition of real property if the disposition is structured as part of a qualifying exchange.3 Because section 1031 applies to real property, real estate attorneys are often connected to such transactions. Almost all real estate transactions structured as section 1031 exchanges move through section 1031 qualified intermediaries, so those service providers, as an industry, see hundreds of thousands of real estate transactions each year. The section 1031 qualified intermediary is unregulated,4 so anyone can become a section 1031 qualified intermediary. Thus, the professionals that are typically most closely connected to section 1031 exchanges are real estate attorneys and section 1031 qualified intermediaries.
This article provides a general overview of the fundamentals of tax-law analysis and shows how the application of such analysis clarifies the authorities governing the four requirements of section 1031.5 It focuses on the application of law to specific types of transactions: section 1031 exchanges that occur in proximity to business transactions (i.e., contributions to and distributions from entities, and those taxed as partnerships for federal income tax purposes in particular). The article presents the fundamentals of tax-law analysis to lay the foundation for considering the application of the law to specific tax questions that arise with respect to section 1031 exchanges that occur in proximity to business transactions: (i) the exchange requirement; (ii) the qualified-use requirement (i.e., the requirement that property be held for productive use in a trade or business or for investment); (iii) the real-property requirement; and (iv) the like-kind requirement.6 The article then examines the law that governs the exchange requirement generally and how it applies specifically to section 1031 exchanges that occur in proximity to business transactions. It shows that the law recognizes the transfer of tax ownership in transitory transactions (i.e., those in which the exchanger acquires property and immediately transfers it) and that courts elevate form over substance to find that exchanges occur. This demonstrates that the law unequivocally supports the qualified-use requirement in exchanges that occur in proximity to tax-free business transactions and confirms that courts recognize the complementary purposes of section 1031 continuity-of-investment and the entity tax rules recognizing that contributions and distributions are changes of the form of ownership but do not disrupt continued investment in property. The article also examines the real-property and like-kind requirements, which come into question if undivided interests in property are transferred as a tax-free distribution prior to an exchange or acquired as part of an exchange preceding a taxfree contribution of the interests to an entity. With such transactions, the interest that an exchanger transfers or receives must be real property and like-kind to other real property. Thus, exchangers should ensure that any co-ownership arrangement is treated as a tenancy-in-common arrangement for federal income tax purposes.
A careful examination of the law shows that there is strong support for granting section 1031 nonrecognition to exchanges that occur in proximity to tax-free business transactions. Despite that support, some advisors continue to advise property owners that they must hold exchange property for some fixed period to satisfy the exchange or qualified-use requirement. The article discusses the tax risks and non-tax risks that exchangers face when structuring exchanges in proximity to business transactions, as well as summarizes some best practices that can help ensure the arrangement is a tenancy in common for federal income tax purposes. That discussion concludes that holding property for a longer period of time does not necessarily reduce tax risk, but extending ownership of property could introduce non-tax risks. Giving advice that is not supported by law also exposes advisors to risks.
A fundamental task of tax advisors is to apply law to facts and help clients understand the tax ramifications of reporting positions.7 As part of that task, tax advisors may be asked to recommend transaction structures that help reduce or minimize taxes. As part of that process, tax advisors must determine the state of tax law. The tax law governing a specific issue might be certain and easily determinable, certain but not readily determinable, or uncertain, which uncertainty may or may not be easily determinable. Tax advisors must be able to determine the state of the law governing a specific issue and know how to give advice in any particular situation. Determining the state of the law with respect to specific issues requires understanding the basic framework of tax-reporting decision-making and tax-law analysis.
Tax-Reporting Decision-Making
In the transactional setting, taxpayers may be faced with a multitude of decisions related to the position they will report on their tax returns with respect to certain transactions and issues related to those transactions. This analysis does address the decision-making process of taxpayers who act fraudulently and considers the decisions taxpayers must make if they act in a non-fraudulent manner but are interested in minimizing their tax liability. Such taxpayers generally are concerned with three questions: (i) How much will the tax be if I do not take the favorable reporting position? (ii) What is the likelihood that I will have to pay the tax later if I take the favorable reporting position? and (iii) Could I be liable for penalties if I take the favorable reporting position?
CLICK HERE to read the full article, which was originally published in ALI CLE’s The Practical Real Estate Lawyer.
To find our more about ALI CLE’s in-person courses or webcasts, or to check out on-demand CLE, click here.
Hear the real estate insights you can’t afford to miss at Modern Real Estate Transactions 2025, taking place on April 9-11, 2025 in Chicago, Illinois, in-person or via live webcast.
Modern Real Estate Transactions 2025 is the premier CLE program that offers cutting-edge insights, practical solutions, and a collegiate atmosphere to explore the most pressing commercial real estate challenges.
This program features nationally renowned faculty from across the country and offers the chance to connect with fellow professionals, sharing ideas and building lasting connections. Designed to provide practical advice as well as advanced transactional concepts, Modern Real Estate Transactions 2025 will help practitioners transition from the turbulence of the last few years to what many expect to be a more transaction oriented 2025.
This year’s program will feature topics such as:
Real Estate Trends: Owning, Transacting, and Leasing Today
Financing a deal: What kind of loans are out there and how to secure them
Joint Ventures: Negotiation, Management, Exits, and More!
M&A Insurance Solutions: How to Protect your Real Estate Transaction
Land Use Case Study
Knowing the Players: What to Consider Before Your Lease
Retail Leases: The Avengers of Co-Tenancy and Operating Covenants
Working through a Defaulted Real Estate Project: A Case Study
Artificial Intelligence (AI): Maximizing AI in Practice and Client Portfolios
And much more!
From examining current practice hurdles to uncovering creative deal strategies, this program delivers a level of instruction unmatched by other CLE offerings. Don’t miss the essential annual conference for staying ahead in the high-stakes world of commercial real estate.
Join us for our upcoming program, Modern Real Estate Transactions 2025, in Chicago, Illinois, in-person or via live webcast, on April 9-11, 2025! To learn more about this program and to register for the live webcast, click here.
To find our more about ALI CLE’s in-person courses or webcasts, or to check out on-demand CLE, click here.
The world is full of obvious things which nobody by any chance ever observes.
Arthur Conan Doyle
In recent years, I have been amazed at how much I have missed by not paying attention to things — many, many things — right before my eyes. Most of the hidden or missed meaning was pointed out by others rather than being a product of my own initiative or observation. For example, logos. Lots of them. Seen daily yet blurred over by the mind’s eye, which favors quick, default decisions and shortcuts. Take a moment to really study the logos of FedEx, Wendy’s, Hershey’s Kisses or Baskin-Robbins. Do an internet search for hidden or subliminal messages of logos. Look closely at the height of diamonds in a deck of playing cards. I learned to play poker and other card games around age 5, but never noticed the pattern in the card until it was pointed out to me at the tender age of 70. Bloomfield is a Pittsburgh neighborhood that I have frequented thousands of times over my lifetime. Last year, I was reading a history of Western Pennsylvania that noted that at the time of the Revolutionary War, it was a massive meadow of flowers. I mentioned my only-then spark of recognition to a friend of mine who looked at me with mocking eyes while slowly mouthing the words “bloom” and “field.” So, is it only me?
Nah! Our brains are hardwired for efficiency, quick decisions, automatic responses and reactions (flight, fright, freeze, hide), honed by learning and experience. Minimal thinking leads us to Wendy’s with no more than a glance at the sign in our peripheral vision. No subtleties necessary. Fine, but what does this have to do with practicing law?
Details are the fundamental stock-in-trade of the business of lawyering. No lawyer is effective with only macro or strategic thinking. Logic and reasoning ultimately require the ability to flesh out details and to communicate minutiae to successfully solve a problem or to frame the theory of the case for resolution by a third-party or court. Lawyers navigate complex mazes, usually with at least one opposing counsel running interference to actively thwart plans A, B and whatever follows. Lawyers’ minds must always be agile — with wide-open eyes and ears. We must be diligent about paying attention.
Gloria Mark, a professor at the University of California, Irvine, is a researcher and leading expert on paying attention. She concludes that there are different types of attention, some that follow a personal rhythm. There are four common misconceptions of what it means to be engaged in concentrated thinking and tasks. The first is that people should always be focused and that they should feel guilty when their mind and actions stray. She concludes that it is not realistic to expect the mind or body to continuously run marathons of productivity. Breaks and rest are necessary to replenish resources. Each person, through trial and error, can determine how to maximize opportunities for his or her own peak performance. The second myth is that rote, mindless activities, such as phone/computer games like Candy Crush, are a waste of time. These activities, if used strategically, can help replenish overspent mental resources or enable fresh ideas to surface as we rely upon our automatic motor skills to physically respond to the game stimuli. A third myth is that electronic interruptions, such as email notifications, render us helpless to avoid distractions. Managing focus is individual and personal, with diverse ways to keep moving forward. Mark’s fourth contention is that regularly obtaining the state of flow when using technology is not easy; thus the ideal or goal should be lowered to a balance of different attentional modalities tailored to the deliverable at issue.
… [T]hat lovely poem that didn’t get written because someone knocked on the door.
Martin Luther King Jr.
Distraction
It is difficult for lawyers whose work has shifted over my four decades of practice from teamwork to being in the electronic silo of screen time. When I was younger, busy lawyers often had a paralegal and a secretary (now called an administrative assistant). They provided second opinions on the content and style of letters and legal documents. The lawyer then reviewed the document and thanked the staff for catching mistakes and making improvements. Now we wordsmith alone with spell check and Microsoft Word Editor guiding how we write and, perhaps unconsciously, even how we think. Briefs and important communications may be reviewed by a colleague or assistant, but my observation and speculation are that shorter communications such as emails and text messages are unicorns traveling from mind to fingers before romping through cyberspace at the speed of light to the end of the journey.
With the increased use of technology pushed by the pandemic, particularly remote meeting platforms, “work from anywhere” is the new norm despite, in my opinion, the encouraging trend of employers requiring or promoting more time at the office. As the venue for work changes, so does the individual management of attention span and our observational skills as we adapt to new work environments. Like most things, it is a mixture of the good, the bad and the ugly.
Regulation D Offerings and Private Placements 2025 is the premier two-day course that provides comprehensive instruction, equipping attorneys with the knowledge and strategies essential for navigating private and limited securities offerings – critical tools in today’s capital formation landscape.
Hear and interact with distinguished faculty – including current and former SEC, state, and FINRA regulators, experienced practitioners, and industry participants – as they share insights on the SEC rules and their impact, review current pertinent federal and state laws and regulations, and examine the most significant issues in today’s private placement marketplace.
This year’s program will features topics such as:
Recent SEC rule making and court cases
A deep dive into Form D
Rule 504, Rule 506(b) and Rule 506(c), and NASAA Rule 504 Coordinated Review program
Alternatives to Regulation D: Regulation S, Regulation A, and Regulation Crowdfunding
Curing a defective Regulation D offering
Mechanics of an exempt offering and drafting the offering memorandum
Professional responsibilities: Due diligence and risks
And much more!
Now more than ever, understanding the full spectrum of private financing options is essential for legal professionals advising businesses on capital strategies. Gain invaluable guidance on planning, executing, and closing private placements, along with key perspectives on the SEC’s evolving agenda under the new presidential administration.
Join us for our upcoming program, Regulation D Offerings and Private Placements 2025 in Phoenix, Arizona, in-person or via live webcast, on April 24-25, 2025! To learn more about this program and to register for the live webcast, click here.
To find our more about ALI CLE’s in-person courses or webcasts, or to check out on-demand CLE, click here.
