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Jeanette Stecker

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Jeanette Stecker is an associate in the firm’s Tax Department and a member of the Private Funds Group. Her practice focuses on tax planning matters related to the formation of and investments in U.S. and non-U.S. venture capital funds, buyout funds, funds-of-funds, secondary funds, and other investment partnerships.

Jeanette also advises funds-of-funds, U.S. and non-U.S. institutional investors, pension trusts and other tax-exempt organizations in their investments in private funds and joint ventures. She represents secondary fund managers in connection with the tax aspects of their business, including secondary transactions (such as restructurings and private tender offers), primary investments and co-investments.

Between the time when she earned her J.D. and returned to school for her LL.M, Jeanette worked as in-house counsel for an engineering firm that developed technology for the Department of Defense.

Additionally, she was one of a few women selected to be a Protégée for Proskauer’s Women Sponsorship Program, an initiative for high performing midlevel lawyers that champions emerging leaders.

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On May 13, 2019, the U.S. Internal Revenue Service (“IRS”) and Treasury Department published proposed regulations providing guidance on the rules imposing withholding and reporting requirements under the Code[1] on dispositions of certain partnership interests by non-U.S. persons (the “Proposed Regulations”). The Proposed Regulations expand and in important ways modify earlier Notice 2018-29[2] on dispositions of non-publicly traded partnership interests.[3] Unless otherwise specified, this post focuses on the aspects of the Proposed Regulations affecting transfers of interests in non-publicly traded partnerships.

Enacted as part of the “Tax Cuts and Jobs Act”, Section 1446(f) generally requires a transferee, in connection with a disposition of a partnership interest by a non-U.S. person, to withhold and remit 10 percent of the “amount realized” by the transferor, if any portion of any gain realized by the transferor would be treated as effectively connected with the conduct of a trade or business in the United States under the substantive sourcing rule of Section 864(c)(8).[4]

Prior to issuing the Proposed Regulations, the IRS issued Notice 2018-08 and Notice 2018-29 to provide interim guidance with respect to these withholding and information reporting requirements. On December 27, 2018, the IRS issued proposed regulations under Section 864(c)(8), providing rules determining the amount of gain or loss treated as effectively connected gain or loss with a U.S. trade or business.