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 course 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 advise clients on which approach 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.
Outline
- 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
Benefits
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
Faculty
Michael Britten
Principal
CliftonLarsonAllen
Mr. Britten has a significant experience in tax compliance, due diligence, structuring and planning and consulting... | Read More
Mr. Britten has a significant experience in tax compliance, due diligence, structuring and planning and consulting He has assisted companies in solving many complex tax and business issues, including tax structuring of mergers and acquisitions, tax planning for financially distressed and bankrupt companies, foreign tax planning, with an emphasis on inbound structures, and state and local tax minimization. He has extensive technical knowledge and experience in assisting companies with transaction costs analysis and Section 382 limitation calculations. Prior to his tenure in public accounting, He was legal counsel for the North American group of a multinational publicly traded manufacturer. He has also held senior management and management level tax positions for Fortune 500 and others to large publicly traded corporations.
Brett M. Larson
Shareholder
Messerli & Kramer
Mr. Larson is the Chair of his firm's Business Services Department, which oversees the corporate, banking,... | Read More
Mr. Larson is the Chair of his firm's Business Services Department, which oversees the corporate, banking, real estate, estate planning and intellectual property practice groups. He focuses his practice in the areas of corporate governance and succession planning, mergers and acquisitions, and domestic and international transactions for businesses and estate planning and asset protection for business owners and high net worth individuals. He serves as outside general counsel to many businesses including start ups, small businesses, and global corporations.
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