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M&A Tax Structuring Issues in the Current Deal Environment

Note: CPE credit is not offered on this program

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, November 12, 2020

Recorded event now available

or call 1-800-926-7926

This CLE course will examine current market trends and related tax developments arising in the COVID-19 deal environment, including: (i) common transaction types; (ii) typical consideration packages (including earn-outs / price protection); and (iii) an overview of related general tax considerations and CARES Act considerations. The panel will also briefly discuss the potential for future tax reform, depending upon the outcome of the upcoming Presidential election.


Tax consequences are a crucial factor in structuring M&A deals. Deal counsel advising buyers and sellers must understand the tax ramifications of a planned transaction at the outset to negotiate and document the deal in the most tax-efficient manner possible.

Practitioners must evaluate the benefits and risks of a stock sale versus asset sale in determining whether to structure the deal as a taxable or tax-free transaction or reorganization. Counsel must also weigh the tax implications involved in structuring earnouts and other deferred payments in connection with an M&A transaction.

COVID-19 has created uncertainty for prospective buyers and sellers which may impact deal structuring and have tax ramifications. The CARES Act includes tax provisions which may also affect the tax planning around M&A transactions.

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



  1. General Overview of the Current Deal Environment
    1. Year-to-Date Market Recap
    2. Transaction Types
    3. Consideration Packages (cash, stock, combination, earn-outs, price protection)
    4. General Tax Considerations and Prospects for Potential Tax Reform (taxable, tax-free, timing, character, CARES Act, tax rates, choice of entity, etc.)
  2. CARES Act Considerations
    1. NOLs
    2. PPP Loans
    3. Payroll Tax Deferral
    4. Easing of Section 163(j) Interest Deduction Limitation
    5. Employee Retention Credit
    6. AMT Credit Recovery
    7. Allocating Responsibility and Benefits Through Contractual Provisions
  3. Bridging the Value Gap - Earnouts and Price Protection
    1. Basic Tax Issues With Deferred Consideration
    2. Traps for the Unwary
    3. CVRs / More Exotic Forms of Deferred Consideration / Price Protection
    4. Issues in Non-Taxable / Reorganization Transactions
  4. Other Prevalent Transaction Types / Related Tax Issues
    1. Debt-Modifications
    2. Recapitalizations
    3. Special Cash Dividends
    4. Stock Buybacks / Distributions of Stock Rights


The panel will review these and other key issues:

  • Market trends and related tax considerations which have surfaced in the wake of the COVID-19 pandemic
  • Common deal terms and contractual provisions in today's deal environment, and tax ramifications to consider
  • Recent transactions of interest.


Alan Schwartz
Alan Schwartz

Holland & Knight

Mr. Schwartz is a business attorney in Holland & Knight's New York office and a member of the firm's...  |  Read More

Strong2, David
David (Dave) Strong

Wilson Sonsini Goodrich & Rosati

Mr. Strong’s practice is focused on mergers and acquisitions, joint ventures, private equity and venture capital...  |  Read More

Warnke, Gordon
Gordon Warnke

Principal in Charge

Mr. Warnke is the Principal in Charge of KPMG’s Complex Transactions Group and Co-Principal in Charge of WNT...  |  Read More

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