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

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Conducted on Wednesday, April 22, 2015

Recorded event now available

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Course Materials

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.


As M&A activity returns to pre-recession levels, deal counsel must ensure they have a thorough understanding of the tax consequences of the decisions they make when structuring transactions. Tax issues impact the negotiation, structure and price of deals.

Practitioners must consider a broad spectrum of buy- and sell-side issues, including evaluating the benefits and risks of a stock sale versus asset sale and determining whether the deal should be structured as a taxable or tax-free transaction or reorganization.

Counsel must assess and explain to clients the treatment of tax attributes such as NOLs, earnings and profits, and capital losses in M&A deals. In addition, the tax implications involved in structuring earnouts and other deferred payments in connection with an M&A transaction must be weighed.

Listen as our panel of experienced tax attorneys outlines and analyzes the myriad of tax issues to consider from the buyer’s and seller’s perspective when negotiating, structuring and crafting the terms of an M&A deal.



  1. Taxable vs. tax-free acquisitions
    1. Deferral of gain and depreciation recapture
    2. Tax basis of assets
    3. Tax attributes (E&P, NOLs, capital losses, etc.)
  2. Types of taxable acquisitions
    1. Asset acquisition
    2. Stock acquisition with or without liquidation
    3. Stock acquisition with IRC 338 election
  3. Types of tax-free reorganizations
    1. Type A (merger or consolidation)
    2. Type B (stock for stock exchange)
    3. Type C (asset for stock exchange)
  4. Divisive reorganizations
    1. Split-off
    2. Spin-off
    3. Split-up
  5. Earnouts and other deferred payments


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?


Golub, Jonathan
Jonathan Golub

Paradigm Counsel

Mr. Golub assists the Tax Department in structuring transactions and analyzing and advising on highly technical areas...  |  Read More

Michael Kross
Michael Kross
Senior Director

He is a CPA and JD with more than 30 years experience analyzing and advising on various tax issues, including...  |  Read More

Royse, Roger
Roger Royse

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

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