Section 336(e) Elections: Tax Basis Step Up Through Deemed Asset Sale Treatment
Structuring Qualifying Stock Dispositions for Partnership and Private Equity Acquirers
Recording of a 90-minute CLE/CPE webinar with Q&A
This CLE/CPE webinar will provide tax counsel with a thorough and practical guide to utilizing a Section 336(e) step-up election in the acquisition of a target corporation. The panel will contrast the 336(e) election with 338(h)(10) treatment, outline the requirements for qualification, and detail the specific tactics and risks involved in making the election.
- Basic operation of Section 336(e) election
- When and when not to elect 336(e) treatment
- Step-up in tax basis of target company assets in an 80% or greater stock acquisition
- Differences between a Section 336(e) election and a 338(h)(10) election
- Structuring concerns
The panel will review these and other key issues:
- What is a “qualified stock disposition,” and how does it differ when applied to a Section 336(e) election vs. a 338(h)(10) election?
- Under what circumstances may a stock distribution qualify for Section 336(e) treatment?
- How should counsel for acquiring parties structure a purchase agreement to protect a purchaser’s right to claim the benefits of making or foregoing a Section 336(e) election?
- What tactics should tax counsel employ to ensure that a 336(e) election is not voided due to non-recognition of the underlying transaction?
Partner, Tax Services
Ms. Jodz heads the M&A tax practice for the Firm's Atlantic Coast Market. She has extensive experience... | Read More
Ms. Jodz heads the M&A tax practice for the Firm's Atlantic Coast Market. She has extensive experience working in M&A with both financial and strategic buyers conducting tax due diligence reviews and has significant technical expertise in S corporations, deal structuring, section 382 ownership changes, consolidated stock basis and accounting methods. She also has extensive experience in accounting for income taxes for both private and public companies and advises on the financial statement implications of M&A transactions.Close
Adam J. Tejeda
Mr. Tejeda counsels clients on a wide range of tax matters associated with domestic and international business... | Read More
Mr. Tejeda counsels clients on a wide range of tax matters associated with domestic and international business transactions. He focuses his practice primarily on tax planning in connection with inbound and outbound investments; cross-border financings; domestic and cross-border mergers and acquisitions; multinational IP planning; advising US based clients with regards to Subpart F; corporate and tax aspects of joint ventures and other partnership issues; hedge fund and private equity fund structures; tax planning with respect to the tax consequences of overseas operations of U.S. multi-nationals; and internal reorganizations.Close
Lori A. Hellkamp
Ms. Hellkamp practices across a broad range of U.S. federal taxation matters, including corporate and... | Read More
Ms. Hellkamp practices across a broad range of U.S. federal taxation matters, including corporate and international taxation and M&A. Her practice has a particular emphasis on international tax planning, compliance, and tax-efficient structures for cross-border transactions and restructurings. She counsels corporations facing a variety of federal and multijurisdictional tax issues, both internally and before the Internal Revenue Service. She has helped clients obtain favorable private letter rulings; seek competent authority assistance; enter into advance pricing agreements; resolve disputes at Appeals; and navigate complex tax treaty, transfer pricing, FIRPTA, and FATCA issues.Close