Corporate Reorganizations: Structuring Internal Mergers, Asset Transfers
Arms Length Transactions, Shareholder and Other Approvals, Contractual Limitations, Employment and Tax Issues
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will examine issues associated with strategic corporate reorganizations, including consolidations, spin-offs and split-offs, recapitalizations, and transfers of shares or assets between entities within a company. The panel discussion will include due diligence, shareholder and third-party approvals, contractual and financing limitations, IP and licensing concerns, and employment and tax matters.
- Corporate reorganization types and strategies
- Upfront concerns
- Board and shareholder consents for the transaction (private company transactions)
- Transferring employment contracts, terminating employees
- 280G Tax considerations
- Third-party consents: lenders, contract parties, IP licensors
- Tax treatment
- Tax-free reorganizations under Section 368
- International tax considerations
The panel will review these and other critical issues:
- What are the typical motivations behind corporate reorganizations, and how do they affect the structure?
- How do state and foreign laws vary in their treatment of internal reorganizations?
- What are the best practices for transferring employees between organizations? When does the WARN Act apply?
- How can a reorganization be structured to minimize the tax impact?
Shalom D. Huber
Skadden Arps Slate Meagher & Flom
Mr. Huber regularly advises clients on the design and implementation of compensation and benefits arrangements,... | Read More
Mr. Huber regularly advises clients on the design and implementation of compensation and benefits arrangements, including employment and severance agreements; consulting arrangements; retention, severance and change-in-control plans; cash and equity-based incentive compensation plans; and nonqualified deferred compensation plans. In addition, he frequently advises clients regarding the tax rules relating to deferred compensation, the excise tax on “golden parachute” payments and the limits on deductibility of executive compensation. He also advises on the SEC rules governing executive compensation disclosure, including annual proxy disclosure and periodic reports, as well as on various ESG-related issues.Close
Lindsey S. Mignano
Ms. Mignano represents emerging and small businesses in the Bay Area. She provides businesses with counseling and... | Read More
Ms. Mignano represents emerging and small businesses in the Bay Area. She provides businesses with counseling and transactional services, including business formation and expansion into U.S. markets, contract drafting and negotiation, and financing matters. Prior to launching Smith Shapourian Mignano PC, Ms. Mignano practiced law in the San Francisco office of an international law firm.Close
Robert C. Stevenson
Skadden Arps Slate Meagher & Flom
Mr. Stevenson advises both U.S. and international clients on a broad range of tax matters. He frequently works on... | Read More
Mr. Stevenson advises both U.S. and international clients on a broad range of tax matters. He frequently works on international tax matters, including cross-border acquisitions and joint ventures, post-acquisition integration and restructuring transactions, public and private company mergers and acquisitions, spin-offs and subpart F and foreign tax credit planning.Close