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Cross-Border Acquisitions: Structuring Acquisitions, Section 7874 Inversion Rules, Section 338(g) Elections, GRAs

Recording of a 110-minute CPE webinar with Q&A

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Conducted on Thursday, April 25, 2024

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This webinar will discuss tax consequences of cross-border transactions. Our knowledgeable panel of foreign planning professionals will discuss outbound transfers, foreign acquisitions and section 338(g) elections, and section 7874 inversion transaction.

Description

Discussion on sections 367(a) and 367(b) pertain to the tax consequences of certain transactions involving the transfer of property by a U.S. person to a foreign corporation.

Discussion on section 338(g) election which allows the buyer to treat a stock purchase as an asset purchase and allows for a basis step-up for assets purchased.

Discussion on section 7874 transaction in which a domestic corporation or partnership converts into, merges with, or becomes a subsidiary of a foreign corporation through a stock exchange. Section 7874 transactions may result in adverse federal income tax implications. The severity of these tax consequences, amongst other factors, generally hinges on the extent of ownership overlap between the domestic entity before the transaction and the foreign corporation holding its stock or assets afterward.

Listen as our panel of international tax experts covers critical tax considerations for effective cross-border acquisitions.

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Outline

  1. Cross-border acquisitions: introduction
  2. Sections 367(a) and 367(b)
    1. Incorporation of a foreign branch
    2. Asset reorganizations
    3. Indirect stock transfers
    4. Transfer of intangible property
    5. Gain recognition agreements
  3. Foreign acquisition/ dispositions:
    1. General reorganization provisions for foreign acquisitions
    2. Taxable acquisitions/ dispositions
    3. Section 338(g) Elections
  4. Inversion rules: Section 7874

Benefits

The panel will review these and other critical issues:

  • Sections 367(a) and 367(b)
  • Section 7874 inversion rules and practical considerations
  • Structuring a tax-free acquisition of a foreign company
  • How to make a Section 338(g) election and when it is most beneficial
  • Utilizing GRAs (gain recognition agreements) to defer tax

Faculty

Bordia, Surbhi
Surbhi Bordia
Partner
Armanino

Ms. Bordia has over 10 years of public accounting experience. She addresses complex tax issues that impact...  |  Read More

Maguina, Alexis
Alexis M. Maguina
Attorney
Fenwick & West

Mr. Maguina focuses his practice on a broad range of domestic and international tax matters, such as mergers and...  |  Read More

Skinner, William
William R. Skinner
Partner
Fenwick & West

Mr. Skinner focuses his practice on U.S. international taxation, with a particular emphasis on tax planning and...  |  Read More

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