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/CPE webinar with interactive Q&A


Thursday, December 6, 2018

1:00pm-2:30pm EST, 10:00am-11:30am PST

(Alert: Event date has changed from 12/5/2018!)

or call 1-800-926-7926

This CLE/CPE 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.

Description

Tax consequences are a crucial 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 to structure the deal 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 and seller perspectives when negotiating, structuring and documenting an M&A deal.

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Outline

  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

Benefits

The panel will review these and other relevant 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
  • Principal concerns in structuring earnouts and other deferred payments in connection with an M&A deal

Faculty

Golub, Jonathan
Jonathan Golub

Atty
Royse Law Firm

Mr. Golub assists the Tax Department in structuring transactions and analyzing and advising on highly technical areas...  |  Read More

Royse, Roger
Roger Royse

Atty
Royse Law Firm

Mr. Royse has practiced tax and corporate law since 1984. He provides services to a wide spectrum of clients, from...  |  Read More

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Other Formats
— Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video

48 hours after event

$297

Download

48 hours after event

CPE Not Available

$297

DVD

10 business days after event

CPE Not Available

$297 + $19.45 S&H