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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 video webinar with Q&A

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Conducted on Tuesday, May 18, 2021

Recorded event now available

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This CLE/CPE course 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 impact on leveraged M&A transactions
  5. New NOL deduction limitations and 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 recent tax law


Mandarino, Joseph
Joseph C. Mandarino

Smith Gambrell & Russell

Mandarino is a Partner in the Tax Practice of Smith, Gambrell & Russell, LLP.  His practice focuses on...  |  Read More

Hirsch, Isaac
Isaac Hirsch

Managing Director

Mr. Hirsch specializing in international tax planning for public and private corporations.

 |  Read More

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Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.

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