Inversion Transactions: Structuring Deals to Capture Tax Benefits and Manage Post-Merger Integration

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

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Conducted on Wednesday, October 1, 2014

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Course Materials

This CLE/CPE course will provide tax advisors and counsel to small and large companies with the tools to structure deals in inversion transactions that capture the tax benefits and manage post-merger integration.  

Description

Inversion transactions show no signs of slowing given the substantial tax savings for businesses when domiciling in a country with favorable corporate tax rates, despite the current political controversy. Counsel and tax advisors must prepare to balance U.S. tax costs with the desired benefits. 

Namely, most inversion transactions are taxable to U.S. shareholders, and post-inversion restructuring may result in corporate tax cost. Tax advisors must evaluate and weigh future tax savings compared to tax costs.

A properly structured inversion can provide tax clients with several benefits. Specifically, an inversion can limit future U.S. taxation to U.S. earnings only, the non-U.S. earnings can be used to acquire U.S. businesses and engage in base erosion techniques. 

Listen as our experienced panel carefully reviews techniques in the structure of a merger inversion transaction and discusses capturing the benefits of an inversion, and the logistics for post-merger integration and restructuring.

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Outline

  1. Structure of a merger inversion transaction
    1. Types of inversions
    2. IRC 7874
  2. Capturing the benefits of an inversion
    1. Limiting U.S. taxation
    2. Non-U.S. earnings to acquire U.S. businesses
    3. Base erosion techniques
  3. Post-merger integration and restructuring
    1. Future management
    2. Direction and geographical presence of the combined entity
    3. Regulatory approvals from countries involved
    4. Integration of the two businesses

Benefits

The panel will answer the following questions:

  • What are the types of inversion transactions and requirements of IRC Section 7874?
  • How can an inversion transaction limit U.S. taxation, assist in the use of non-U.S. earnings to acquire U.S. businesses, and allow for base erosion techniques?
  • What are the best practices for post-merger integration and restructuring?

Faculty

William Amon
William Amon
Managing Director
Andersen Tax

Mr. Amon has over 30 years of experience in corporate and international taxation. He advises corporations, partnerships...  |  Read More

Edward S. Wei
Edward S. Wei
Atty.
Cadwalader Wickersham & Taft

Mr. Wei's a transactional lawyer with significant expertise in the tax aspects of domestic and cross-border...  |  Read More

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