Corporate Restructuring of Subsidiaries: Mechanics of Dissolution or Merger Into a Parent or Affiliate
Recording of a 90-minute CLE webinar with Q&A
This CLE course will examine the options available to a company when restructuring or consolidating subsidiaries and the procedural issues associated with the dissolution or merger of affiliated entities. The panel will also discuss operational, due diligence, and tax issues for counsel to consider.
Outline
- Restructuring generally—pros and cons
- Mergers, consolidations and share exchanges
- Asset sales
- Dissolution
- Transfer of contracts, licences and permits
- Memoranda and other suggested documents
Benefits
The panel will review these and other key issues:
- What factors should be considered in deciding how best to restructure a business with multiple entities?
- What are the different approaches that should be taken depending on the entity types for federal income tax purposes?
- What are some key considerations in structuring an intercompany asset sale or a share exchange?
- What are the respective roles of the board of directors and shareholders in a corporate dissolution?
- What kind of due diligence should be conducted prior to restructuring?
Faculty
Dimitry Herman
Founder and Managing Partner
Herman Law
Mr. Herman serves as outside general counsel to growing technology companies and as deal counsel for venture... | Read More
Mr. Herman serves as outside general counsel to growing technology companies and as deal counsel for venture capital investments, corporate M&A, licensing and strategic alliances and other corporate deals. His primary industry focus is on internet, advertising, social media, loyalty and gaming sectors, and also counsels in the areas of clean-tech and automotive technologies. He is an adjunct professor of law with the New England School of Law, where he has taught Corporate Mergers & Acquisitions since 2005.
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G. Thomas Stromberg
Partner
Jenner & Block
Mr. Stromberg is a partner in Jenner & Block’s Transactional Department and a member of the Corporate and... | Read More
Mr. Stromberg is a partner in Jenner & Block’s Transactional Department and a member of the Corporate and Mergers and Acquisitions Practices. He concentrates his practice in representing managed money that is invested in the acquisition and financing of private companies. He has broad experience handling cross-border transactions involving parties across North America, Europe, Australia and Asia, including China, Japan, Hong Kong, Russia and India.
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Rafi W. Mottahedeh
Jenner & Block
Mr. Mottahedeh focuses on a broad range of federal, state and international tax planning and tax controversy matters.... | Read More
Mr. Mottahedeh focuses on a broad range of federal, state and international tax planning and tax controversy matters. Previously, he worked at one of the best-known tax boutiques in the United States and handled a wide variety of domestic and international tax matters, including structured finance transactions, the licensing and sale of intellectual property, and complex loss deductions. In addition, he has worked extensively representing taxpayers before the I.R.S. in both criminal and civil investigations.
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