Corporate Reorganizations: Structuring Internal Mergers, Split-Offs, Asset Transfers, Recapitalizations
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
- State law requirements
- Third-party consents: lenders, contract parties, IP licensors
- Tax treatment
- Tax-free reorganizations under Section 368
- International tax considerations
- Securities law issues, if applicable
- Transferring employees between entities
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?
Jeremy T. Garner
Bowie & Jensen
Mr. Garner acts as outside general counsel to privately held companies in Maryland and throughout the region. With more... | Read More
Mr. Garner acts as outside general counsel to privately held companies in Maryland and throughout the region. With more than 15 years of experience counseling CEOs, business partners, and entrepreneurs – and an advanced degree in taxation – he provides clear, practical guidance on a wide range of transactional and general business matters.Close
Mr. Royse has practiced tax and corporate law since 1984. He provides services to a wide spectrum of clients, from... | Read More
Mr. Royse has practiced tax and corporate law since 1984. He provides services to a wide spectrum of clients, from newly formed startups to publicly traded multi-nationals, in a broad range of industries. He also practices in the area of angel and venture fund formation. He is widely published on technical tax topics, is a regular speaker for the California CPA Education Foundation and has been an adjunct Professor of Taxation for Golden Gate University.Close