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.
- The basic operation of Section 336(e) election
- When to 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
- Use of Section 336(e) by Passthrough Entity Acquirers
The panel will review these and other high priority 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?
Scott J. Bakal
Neal Gerber & Eisenberg
Mr. Bakal is co-chair of the firm’s Taxation practice group. He develops tax-planning strategies for closely held... | Read More
Mr. Bakal is co-chair of the firm’s Taxation practice group. He develops tax-planning strategies for closely held family businesses, partnerships and publicly held corporations with significant domestic and international operations. Working primarily with high net worth individuals and entrepreneurial companies, Mr. Bakal excels at finding elegant but simple tax-sensitive solutions to complex financial situations, business transactions, and estate planning matters. His clients span a diverse range of industries—real estate investments, management technologies, financial services, and many more. Mr. Bakal works with clients to maximize tax efficiency at every level of their operations.Close
Robert C. Stevenson
Skadden Arps Slate Meagher & Flom
Mr. Stevenson advises both U.S. and international clients on a broad range of tax matters. He frequently works on... | Read More
Mr. Stevenson advises both U.S. and international clients on a broad range of tax matters. He frequently works on international tax matters, including cross-border acquisitions and joint ventures, post-acquisition integration and restructuring transactions, public and private company mergers and acquisitions, spin-offs and subpart F and foreign tax credit planning.Close