The document outlines topics to consider regarding legal and tax issues for distressed assets, including pitfalls and opportunities for sellers and buyers of underwater assets, partnership workouts, tax issues in bankruptcy, and updates to California tax laws. Specific topics discussed include loan restructuring, tax liabilities during due diligence, cancellation of debt income, reduction of tax attributes in bankruptcy, and recent California legislation. The document was presented at a commercial distressed assets conference by an attorney from a law firm specializing in tax and business law.