Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting, and Structuring Techniques for Tax Counsel
Recording of a 90-minute premium CLE/CPE webinar with Q&A
This CLE/CPE webinar will provide practical guidance into best practices for tax counsel advising clients buying or selling a business and 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. Drafting the appropriate purchase and sale documents to reflect the client's intent is critical. The panel will go beyond the basics to offer useful tools in structuring a business sale transaction with optimal tax results.
- Seller's considerations in negotiating the transaction
- Buyer's considerations in negotiating the transaction
- Impact of the target company's characteristics
- Impact of elections under IRC §338, §336(e), and Treas. Reg. 1.1502-36(d)
- International tax and state/local tax considerations
- Contractual protections
The panel will review 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 an IRC 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
Matthew J. Donnelly
Mr. Donnelly advises public and private companies on a broad range of U.S. federal and state income tax matters, with a... | Read More
Mr. Donnelly advises public and private companies on a broad range of U.S. federal and state income tax matters, with a concentration on domestic and international mergers and acquisitions, dispositions, spin-offs, joint ventures, financing transactions, restructurings, and internal reorganizations.Close
Skadden Arps Slate Meagher & Flom
Mr. Schockett advises public and private companies on a broad range of U.S. federal income tax matters, with... | Read More
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.Close