Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting and Structuring Techniques for Tax Counsel

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


Tuesday, June 27, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, June 2, 2017


This webinar will provide practical guidance into the best practices for tax counsel advising clients buying or selling a business on the tax ramifications of structuring the transaction as an asset sale vs. a stock sale. Each structure has distinct advantages and disadvantages, and tax counsel must be able to advise clients as to which structure makes the most sense for the client’s particular circumstance, and then to draft the appropriate purchase and sale documents to reflect the client’s intent. The panel will go beyond the basics to offer useful tools in structuring a business sale transaction with optimal tax results.

Description

The purchase or sale of a business is often a long, drawn-out process, complicated by the different priorities of the buyer and seller. While as a general rule sellers tend to prefer a stock sale while buyers prefer an asset sale, there are circumstances where these general guidelines do not apply.

Tax counsel advising buyers or sellers must understand the tax ramifications of any planned transaction at the outset to structure the deal in the most tax-efficient way possible.

Factors such as the type of entity being sold and whether the target company is part of an affiliated group filing a consolidated tax return will impact the types of provisions necessary in the agreement. Also, certain elections may be available or advisable in the context of a stock sale, and complex analyses regarding purchase price allocation or transfer tax determinations might be necessary in the context of an asset sale.

Listen as our experienced panel provides a deep exploration into the negotiating and essential drafting techniques of the purchase and sale of a business from the perspective of both buyer and seller.

Outline

  1. Seller’s considerations in negotiating the transaction
  2. Buyer’s considerations in negotiating the transaction
  3. Impact of the target company’s characteristics
  4. Impact of elections under IRC § 338, § 336(e) and Treas. Reg. 1.1502-36(d)
  5. International tax and state/local tax considerations
  6. Contractual protections

Benefits

The panel will discuss these and other critical issues:

  • What impact does entity type have on the buyer’s and seller’s perspective in a sale?
  • What are the circumstances in which an asset sale would benefit a seller?
  • Under what circumstances would a stock sale benefit a purchaser?
  • How to structure a 338(h)(10) compliant document
  • How to properly negotiate and draft tax indemnification provisions in a sale agreement
  • Best practices for negotiating and drafting purchase price allocation in the sale agreement

Learning Objectives

After completing this course, you will be able to:

  • Determine advantages and disadvantages of selling or purchasing a business as either an asset sale or a stock sale
  • Identify tax indemnification provisions relevant to the transaction structure
  • Distinguish between the interests of buyers and sellers in making purchase price allocation
  • Recognize key characteristics of a target company

Faculty

Matthew J. Donnelly, Esq.
Skadden Arps Slate Meagher & Flom, Washington, D.C.

Mr. Donnelly advises public and private companies on a broad range of domestic and international U.S. federal income tax issues, with particular focus on mergers, acquisitions, dispositions, joint ventures, debt and equity offerings, bankruptcy restructurings, transfer pricing, real estate investment trusts and tax-equity financings. He has significant experience with tax issues associated with related-party transactions.

Paul Schockett, Counsel
Skadden Arps Slate Meagher & Flom, Washington, D.C.

Mr. Schockett advises public and private companies on a broad range of U.S. federal income tax matters, with particular focus on U.S. and cross-border transactions. His practice includes significant work involving the tax aspects of partnership acquisitions and dispositions, joint venture and investment fund formations, and corporate mergers and acquisitions. He also advises clients with regard to the taxation of debt and equity financings, initial public offerings, bankruptcy restructurings and internal reorganizations. He frequently writes and lectures on tax-related topics, including partnership taxation, M&A transaction structuring, tax aspects of troubled company workouts, and renewable energy tax benefits.


Live Webinar

Live Webinar $247.00

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

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


CPE on Live Event

Continuing Professional Education credit processing is available for an additional fee per person. You may register for CPE credit processing at any time before or after the program. To qualify for CPE you may not listen via the telephone.

This program is eligible for 1.5 CPE credits.

  • Field of Study: Taxes.
  • Level of Knowledge: Intermediate.
  • Advance Preparation: None.
  • Teaching Method: Seminar/Lecture.
  • Delivery Method: Group-Internet (via computer).
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of verification codes announced throughout the presentation.
  • Prerequisite: Three years+ business or professional firm experience at mid-level within the organization, preparing complex tax structures for businesses; supervisory authority over other professionals. Knowledge and understanding of business structures, purchase price allocation, tax indemnification provisions. Familiarity with basic concepts related to assets and stock sales.

NOTE: CPE credit processing for all attendees must be ordered by 2pm Eastern the day of the program to receive a Certificate of Attendance within 24 hours.


Recordings

CLE On-Demand - Streaming Video

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**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

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Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

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Registration Plus Recorded Event

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Live Webinar & Webinar Download $344.00

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Live Webinar & Audio Download $344.00

Includes Special Savings of $250.00 (through 06/02/17)

Live Webinar & DVD $344.00 plus $9.45 S&H

Includes Special Savings of $250.00 (through 06/02/17)


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Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

Early Registration
Discount Deadline
June 2, 2017
(7 days)

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Tax Law Advisory Board

Patrick Derdenger

Tax Partner

Steptoe & Johnson

Edward Froelich

Of Counsel

Morrison & Foerster

Daniel L. Gottfried

Partner

Hinckley Allen

J. Leigh Griffith

Partner and Practice Group Leader - Tax

Waller Lansden Dortch & Davis

Mark Lange

Partner

Holland & Knight

Lori Mathison

Partner, Cross-Border Transactions Tax

Fraser Milner Casgrain

Christian McBurney

Federal Tax Partner

Nixon Peabody

Suzanne Ross McDowell

Partner, Tax-Exempt Organizations

Steptoe & Johnson

Todd Reinstein

Partner, Corporate Tax and Due Diligence

Pepper Hamilton

Alex Sadler

Partner

Ivins, Phillips & Barker

Susan Seabrook

Partner

Bingham McCutchen

Peter Stathopoulos

Managing Director, State and Local Tax Practice

Bennett Thrasher

Eric Tresh

Partner & Co-Chair, State & Local Tax Practice

Sutherland Asbill & Brennan

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