M&A Tax Considerations for Buyers and Sellers When Negotiating, Structuring and Pricing Deals
Recording of a 90-minute premium CLE/CPE webinar with Q&A
This CLE course will provide deal attorneys with a review of complex tax issues in M&A deals. The panel will focus on the types and impact of taxable and tax-free acquisitions, divisive reorganizations, earnouts and other deferred payments for buyers and sellers.
Outline
- Taxable vs. tax-free acquisitions
- Deferral of gain and depreciation recapture
- Tax basis of assets
- Tax attributes (E&P, NOLs, capital losses, etc.)
- Types of taxable acquisitions
- Asset acquisition
- Stock acquisition with or without liquidation
- Stock acquisition with IRC 338 election
- Types of tax-free reorganizations
- Type A (merger or consolidation)
- Type B (stock for stock exchange)
- Type C (asset for stock exchange)
- Divisive reorganizations
- Split-off
- Spin-off
- Split-up
- Earnouts and other deferred payments
Benefits
The panel will review these and other key issues:
- How can counsel guide clients in evaluating the benefits and risks of a stock sale versus an asset sale?
- What are the critical factors in determining whether to structure a deal as a taxable or tax-free transaction?
- What are the key concerns in structuring earnouts and other deferred payments in connection with an M&A deal?
Faculty
Jonathan Golub
Atty
Paradigm Counsel
Mr. Golub assists the Tax Department in structuring transactions and analyzing and advising on highly technical areas... | Read More
Mr. Golub assists the Tax Department in structuring transactions and analyzing and advising on highly technical areas such as 338(h)(10) elections, equity compensation, the golden parachute rules of Section 280G and qualified settlement funds. He assists clients with their international tax planning goals, including inversion transactions and other corporate and IP migrations and transfer pricing issues.
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Michael Kross
Senior Director
BDO USA
He is a CPA and JD with more than 30 years experience analyzing and advising on various tax issues, including... | Read More
He is a CPA and JD with more than 30 years experience analyzing and advising on various tax issues, including corporate mergers and acquisitions. He is currently at BDO USA, LLP, a national accounting firm, and a member of its M&A Transaction Advisory Services practice. In this capacity, he has advised on the tax aspects of stock and asset acquisitions, including acquisitions involving S corporations or Section 338(h)(10) elections. He also provides tax advice to venture capital and private equity funds.
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Roger Royse
Atty
Royse Law Firm
Mr. Royse has practiced tax and corporate law since 1984. He provides services to a wide spectrum of clients, from... | Read More
Mr. Royse has practiced tax and corporate law since 1984. He provides services to a wide spectrum of clients, from newly formed startups to publicly traded multi-nationals, in a broad range of industries. He also practices in the area of angel and venture fund formation. He is widely published on technical tax topics, is a regular speaker for the California CPA Education Foundation and has been an adjunct Professor of Taxation for Golden Gate University.
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