Critical Tax Considerations for M&A Transactions: NOL Limitations, Deemed Income, Withholding Tax on Sales, and More

Recording of a 90-minute premium CLE/CPE webinar with Q&A

Conducted on Wednesday, November 6, 2019

Recorded event now available

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Program Materials

This CLE/CPE webinar will guide counsel and tax professionals on new tax provisions that could substantially affect the structuring, pricing, and financing of mergers and acquisitions. The panel will discuss critical changes to the tax law, certain tax-related aspects of M&A negotiations requiring careful considerations, and best practices to avoid tax pitfalls.


The new tax law significantly impacts mergers and acquisitions, requiring counsel and advisers to reconcile the new provisions with negotiating and structuring M&A transactions. The tax-related aspects of M&A transactions require careful analysis and due diligence to avoid unintended tax liabilities for buyers and sellers.

The intent of several provisions in the new tax bill is to raise revenue, with some of them having a particular impact on M&A activities. Specifically, the limitations on the deductibility of interest, the limitations on the use of NOLs, a required withholding tax on the purchase price paid in certain transactions, the imposition of the transition tax, and other factors may impact the structuring, pricing, and negotiation of an M&A transaction.

Listen as our panel discusses the complex tax laws impacting M&A transactions and best practices and tips for structuring M&A transactions post-tax reform.



  1. Overview of the impact of tax reform on M&A transactions
  2. The transition tax and potential tax liability for U.S. companies with foreign subsidiaries
  3. Asset vs. stock sale and the immediate expensing of property costs
  4. New interest deduction limitations and effect on leveraged M&A transactions
  5. New NOL deduction limitations and their impact on pricing M&A transactions
  6. New minimum tax regimes for multinational groups
  7. New withholding tax on the sale of partnership interests
  8. Tips and techniques for M&A counsel post-tax reform


The panel will review these and other issues:

  • Challenges for structuring M&A transactions after tax reform
  • Tax issues associated with targeting U.S. companies with foreign subsidiaries or assets
  • Immediate expensing of costs of property under the new tax law and sales structure
  • New limitations on interest and NOL deductions; impact on M&A negotiations and structuring
  • The sale of a partnership interest and potential withholding tax
  • Best practices for M&A counsel in light of new tax law


Donnelly, Matthew
Matthew J. Donnelly

Special Counsel
Baker Botts

Mr. Donnelly advises public and private companies on a broad range of U.S. federal and state income tax matters, with a...  |  Read More

Schockett, Paul
Paul Schockett

Skadden Arps Slate Meagher & Flom

Mr. Schockett advises public and private companies on a broad range of U.S. federal income tax matters, with...  |  Read More

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