Advanced Tax Considerations for Negotiating, Structuring and Documenting M&A Transactions

Evaluating Taxable Versus Tax-Free Deals, Stock Sales Versus Asset Sales, Tax-Free Reorganizations, Earnouts and More

A live 90-minute CLE webinar with interactive Q&A

Tuesday, September 12, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

This CLE webinar will provide an advanced discussion of tax considerations deal attorneys must take into account when negotiating, structuring and documenting M&A deals. The panel will discuss current issues in taxable and tax-free transactions, evaluating stock sales versus asset sales, stock purchases with a 338(h)(10) election, tax-free reorganizations, earnouts and other deferred payments, and other related issues.


Tax consequences are a key factor impacting the negotiation, structure and documentation of M&A deals. Deal counsel advising buyers and sellers must understand the tax ramifications of a planned transaction at the outset to negotiate and structure the deal in the most tax-efficient manner possible.

Practitioners must consider a broad spectrum of buy- and sell-side issues, including evaluating the benefits and risks of a stock sale versus asset sale and determining whether the deal should be structured as a taxable or tax-free transaction or reorganization. Counsel must also weigh the tax implications involved in structuring earnouts and other deferred payments in connection with an M&A transaction.

When drafting the purchase and sale agreement and other deal documents, counsel must be careful to reflect their respective client’s intent regarding tax outcomes and include tax indemnification provisions to protect their client’s interests.

Listen as our panel of experienced tax attorneys outlines and analyzes the myriad of tax issues to consider from the buyer’s and seller’s perspectives when negotiating, structuring and documenting an M&A deal.


  1. Tax considerations for sellers in M&A transactions
  2. Tax considerations for buyers in M&A transactions
  3. Tax considerations with earnouts and other deferred payments
  4. Best practices for drafting tax provisions in the deal documents


The panel will discuss these and other key issues:

  • The benefits and risks of a stock sale versus an asset sale
  • Critical factors in determining whether to structure a deal as a taxable or tax-free transaction
  • Key concerns in structuring earnouts and other deferred payments in connection with an M&A deal
  • How to properly negotiate and draft tax indemnification provisions in a sale agreement


Jonathan Golub, Atty
Royse Law Firm, Palo Alto, Calif.

Mr. Golub assists the Tax Department in structuring transactions and analyzing and advising on highly technical areas such as 338(h)(10) elections, equity compensation, the golden parachute rules of Section 280G and qualified settlement funds. He assists clients with their international tax planning goals, including inversion transactions and other corporate and IP migrations and transfer pricing issues.

Roger Royse, Atty
Royse Law Firm, Menlo Park, California

Mr. Royse has practiced tax and corporate law since 1984. He provides services to a wide spectrum of clients, from newly formed startups to publicly traded multi-nationals, in a broad range of industries. He also practices in the area of angel and venture fund formation. He is widely published on technical tax topics, is a regular speaker for the California CPA Education Foundation and has been an adjunct Professor of Taxation for Golden Gate University.

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This webinar is eligible for at least 1.5 general CLE credits.

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Mergers and Acquisitions Law Advisory Board

Charles H. Baker



Igor Kirman


Wachtell Lipton Rosen & Katz

Kevin C. Logue


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