In this practical webinar, you will be equipped with the knowledge and tools to advise clients on the advanced section 1031 exchange structures in light of the 2017 legislation and recent regulatory guidance. These advanced exchange structures include dividing a partnership in proximity to an exchange (“drop-and-swap”) or forming a partnership following an exchange (“swap-and-drop”). These rules implicate aspects of IRC 1031 and provisions of subchapter K. Some members of legacy corporations that own real property also look to do section 1031 exchanges, but such arrangements are subject to the corporate tax regime, complicating proximate restructuring and exchanging.

The “drop and swap” technique can be implemented by members of partnerships who wish to sell the partnership property and go their separate ways, but also retain the option of doing a section 1031 exchange. Such transactions also come with substantial complexities and risks. You will learn about the rules that property owners and their advisors must navigate to ensure the break-up and exchange qualify for nonrecognition under section 1031.

“Mixing bowl” structures potentially allow partners to separate their interests in multiple real estate entities on a tax-deferred basis by first consolidating commonly owned entities into a master limited liability company and subsequently liquidating that company. You will learn how to prepare for significant complexities when implementing a mixing bowl structure, including the disguised sale and anti-mixing bowl provisions of the Internal Revenue Code.

In this practical webinar, you will review the drop and swap and mixing bowl techniques for purposes of tax-free or tax-deferred partnership asset exchanges. You will examine best practices in structuring these transactions to maximize IRS recognition of the desired tax treatment and minimize challenges.

Topics to be covered include:

  • Section 1031 changes in the 2017 legislation and recent guidance related to section 1031 exchanges
  • Drop-and-swap transaction
  • Drop-swap cash-outs
  • Swap-and-drop transactions
  • Mixing-bowl transactions
  • Corporations and drop-swap transactions

Upon course completion, you will be able to:

  • Outline the requirements of section 1031 on partnership asset exchanges
  • Describe the impact of tax reform on the use of section 1031 for certain assets
  • Implement the drop-and-swap transaction to maximize section 1031 treatment on the property exchanged
  • Utilize the mixing-bowl technique to allow partners to separate their real estate holdings in commonly owned entities without triggering immediate tax
  • Advise owners of corporations on how to combine a corporate division with a section 1031 exchange

Advanced Preparation: None

Program Level: Intermediate

Field of Study: Business Management & Organizations, Taxes

Faculty Member
Bradley Borden
Oppenheimer, Blend, Harrison & Tate, Inc.

Bradley T. Borden is a Professor of Law at Brooklyn Law School. He teaches Federal Income Taxation, Partnership Taxation, Taxation of Real Estate Transactions, and Unincorporated Business Organizations. Prior, he practiced law at Oppenheimer, Blend, Harrison & Tate, Inc., in San Antonio, Texas. He also frequently works as an expert witness or consultant in cases related to partnership and real estate taxation and other aspects of partnerships and LLCs. Mr. Borden is the author of several books and numerous articles in leading tax and legal journals, including FEDERAL TAXATION OF CORPORATIONS AND CORPORATE TRANSACTIONS (Aspen Publishers 2018, with Steven A. Dean) and Business Entities, The Journal of Taxation, Probate and Property, Real Estate Finance Journal, Real Estate Taxation, Tax Management Real Estate Journal, and Tax Notes. Mr. Borden is a fellow of the American Bar Foundation and the American College of Tax Counsel. He earned a B.B.A. and M.B.A. from Idaho State University and a J.D. and LL.M. in taxation from University of Florida Fredric G. Levin College of Law. He is licensed to practice law in New York and Texas, and he is a certified public accountant.

Faculty Member
Marie Flavin

Marie C. Flavin, Esq., Senior Vice President and Northeast Regional Manager of Investment Property Exchange Services, Inc. (IPX), is a member of the New York and Connecticut Bars, and has practiced real estate law for over 27 years, while specializing in 1031 exchanges with IPX for over 20 years. Ms. Flavin frequently lectures and writes articles on IRC § 1031 tax deferred exchanges. She is an adjunct professor at the University of New Haven, where she teaches Business Law. She received her B.A. from St. John’s University and her J.D. from St. John’s School of Law.

CLE Credits (Law)

Credit Value Type Format
NALA - - Credit not available
NFPA - - Credit not available
AL 1.3 General
AK 1.25 General
AR Not Available General
AZ 1.25 General
CA 1.25 General
CO 1.5 General
CT 1.25 General
DE 1.3 General
FL 1.5 General
GA 1.3 General
HI 1.25 General
IA 1.25 General
ID 1.25 General
IL 1.25 General
IN 1.3 General
KS Not Available General
KY 1.25 General
LA 1.3 General
ME 1.25 General
MN 1.25 General
MO 1.5 General
MS Not Available General
MT 1.25 General
NC 1.25 General
ND 1.25 General
NE 1.25 General
NH 1.25 General
NJ 1.5 General
NM 1.2 General
NV 1 General
NY 1.5 Areas of Professional Practice (NY)
OH 1.25 General
OK 1.5 General
OR 1.25 General
PA 1 General
RI 1.5 General
SC Not Available General
TN 1.25 General
TX 1.25 General
UT 1 General
VA Not Available General
VT 1.25 General
WA 1.25 Law and Legal Procedure
WI 1.5 General
WV 1.5 General
WY 1.25 General

In some CLE states, the course will be submitted to the bar after you register. If for any reason the course is not approved, we will fully refund your registration fee. If a state is listed on this course, then we are confident the course fits that state's standards and already is or will be approved for credit.

Accounting Credits

Credit Value Field of Study Format

Clear Law Institute is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: For more information regarding administrative policies such as complaint and refund, please see the tab above on our Money-Back Guarantee or contact us at 703-372-0550. 

CPE Credit - Maximum Credit Hours: Please see above. You must attend at least 50 minutes to obtain credit. Fields of Study: Please see above. Teaching Method: Lecture. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state’s regulatory board.

Clear Law Institute has registered with the Texas State Board of Public Accountancy as a CPE Sponsor. This registration does not constitute an endorsement by the Board as to the quality of our CPE Program.

100% of attendees recommend this webinar

5 out of 5 stars
from 3 customer reviews


4 out of 5

Beth E.


5 out of 5

I could hear the woman speaker very clearly. The man’s voice was too soft to hear clearly.

Lynn K.


5 out of 5

Speakers were excellent. A lot of content in a short period of time.

Jennivere K.

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