A senior Treasury official announced today that the government is working on a number of guidance projects that will clarify the interplay between the cancellation of indebtedness (“COD”) provisions of Section 108 and the partnership tax provisions of Section 701-777, including:
1. rules on debt-for-equity exchanges under tax code Section 108(e),
2. guidance on the treatment of noncompensatory options, and
3. rules on transactions under Revenue Ruling 99-6 (a partnership converting to a SMLLC), among others.
Joking title aside, the lack of guidance in these areas when compared to the corporate COD rules has made things very difficult for tax practitioners. For example, the increasingly common transaction whereby a debtor partnership issues a partnership interest to settle a debt with a creditor has only recently addressed in Proposed Reg. Section 1.108-8. While these regulations have been helpful, they still leave a host of unanswered questions, and contain ample room for improvement.