Corporate Entity Conversions: Allocating E&P and Tax Attribute Carryovers in Reorganizations and Acquisitions
Recording of a 110-minute CPE webinar with Q&A
This course will provide corporate tax professionals and advisers with a practical guide to mastering the calculation of earnings and profits (E&P) and other tax attributes in the context of entity conversions, mergers and reorganizations. The panel will identify transactions and structures where E&P and attribute carry-forwards will have a material impact on the tax treatment of distributions and will discuss integrating acquired entity E&P tiers into the parent company’s calculations.
Outline
- Calculating E&P in an entity simplification transaction
- Carryovers and limitations of tax attributes in merger and reorganization transactions
- IRC 381 carryover rules
- Section 382 limitations
- Section 355 rules governing tax treatment to corporation and shareholders on distributions from consolidated entity
- Transactions where acquiree E&P tiers up to parent
- Change in group structure and impact on allocation of E&P between parent and subsidiary
- Case study and illustrations
Benefits
The panel will discuss these and other important questions:
- How Section 381 carryover rules impact E&P allocations between acquirer and target corporations
- Section 312 default rules for distributions from corporations involved in acquisition and separations
- Determining taxability of distributions from the E&P pool of an acquired entity vs. distributions from parent
- Workpaper methodology for calculating E&P and maintaining schedules
Faculty
Marcus E. Dyer, CPA, Esq.
Tax Manager
WithumSmith+Brown
Mr. Dyer manages and reviews all aspects of federal and state tax compliance for C-corporation, S corporation and... | Read More
Mr. Dyer manages and reviews all aspects of federal and state tax compliance for C-corporation, S corporation and partnership returns, including consolidated C-corporation returns. He advises businesses on a wide array of tax matters including but not limited to reorganizations and employee benefits. He manages and reviews all aspects of the preparation of high net worth individual returns and conducts tax research on federal and state tax issues. He also handles tax controversies, including at the examination, appeals and collections stages.
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Paul Helderman, CPA, MST
Partner
WithumSmith+Brown
Mr. Helderman's primary focus is on federal corporate income tax issues, including advising on income tax... | Read More
Mr. Helderman's primary focus is on federal corporate income tax issues, including advising on income tax accrual matters, tax department internal controls, tax compliance, taxing authority audits and tax planning. With more than 30 years of tax consulting experience, he has worked with numerous Fortune 50, 500 and 1,000 corporations, advising on federal corporate income tax matters. He works with clients across various industries, including consumer goods, industrial products, biotechnology and pharmaceutical. Prior to joining his Firm, he worked with the Federal tax practice of PwC, where he served as Tax Director. He was routinely consulted in connection with the audit of the income tax accrual included in the financial statements of numerous notable SEC registrants, some of which included the income tax accounting impacts of multibillion dollar acquisitions and dispositions.
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