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

A live 90-minute premium CLE/CPE video webinar with interactive Q&A

Tuesday, May 18, 2021

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, April 23, 2021

or call 1-800-926-7926

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 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

Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of...  |  Read More

Steinberg, Howard
Howard B. Steinberg
Partner-In- Charge US Tax Restructuring and Corporate Recovery

Mr. Steinberg specializes in providing tax restructuring advisory. He has advised numerous debtor corporations on the...  |  Read More

Attend on May 18

Early Discount (through 04/23/21)

See NASBA details.

Cannot Attend May 18?

Early Discount (through 04/23/21)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. CPE credit is not available on recordings. Strafford will process CLE credit for one person on each recording. All formats include program handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video