Section 336(e) Elections: Tax Basis Step-Up Through Deemed Asset Sale Treatment
Structuring Qualifying Stock Dispositions for Partnership and Private Equity Acquirers and for Taxable Spinoffs
Recording of a 90-minute premium CLE/CPE video webinar with Q&A
This CLE/CPE course will provide tax advisers with a thorough and practical guide to utilizing a Section 336(e) step-up election in the disposition of a target corporation. The panel will contrast the Section 336(e) election with the election available under Section 338(h)(10), outline the requirements for qualification, and detail the considerations involved in making the election.
Outline
- The basic operation of the Section 336(e) election
- Considerations for the seller
- Considerations for the purchasers
- Requirements for availability
- Role of the Section 336(e) election in two-party M&A transactions
- Role of the Section 336(e) election in spinoffs and RMTs
Benefits
The panel will review these and other high priority issues:
- What is a "qualified stock disposition" for purposes of Section 336(e) and how does it differ from a "qualified stock purchase" for purposes of Section 338(h)(10)?
- Under what circumstances may a Section 336(e) election be made in connection with a stock distribution?
- What are the documentation requirements for a valid Section 336(e) election?
- What should sellers and purchasers consider before making or permitting a Section 336(e) election?
Faculty
Kate L. Mathieu
Attorney
Skadden Arps Slate Meagher & Flom
Ms. Mathieu advises public and private companies on a broad range of U.S. federal income tax matters, with a particular... | Read More
Ms. Mathieu advises public and private companies on a broad range of U.S. federal income tax matters, with a particular focus on both domestic and international transactions. Ms. Mathieu’s practice includes significant work involving the tax aspects of corporate mergers and acquisitions, spin-offs, and partnership transactions. She also advises clients with regard to the taxation of debt and equity financings, initial public offerings, and internal integration and restructuring transactions.
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Paul Schockett
Partner
Skadden Arps Slate Meagher & Flom
Mr. Schockett advises public and private companies on a broad range of U.S. federal income tax matters, with... | Read More
Mr. Schockett advises public and private companies on a broad range of U.S. federal income tax matters, with particular focus on U.S. and cross-border transactions. His practice includes significant work involving the tax aspects of partnership acquisitions and dispositions, joint venture and investment fund formations, and corporate mergers and acquisitions. He also advises clients with regard to the taxation of debt and equity financings, initial public offerings, bankruptcy restructurings and internal reorganizations. He frequently writes and lectures on tax-related topics, including partnership taxation, M&A transaction structuring, tax aspects of troubled company workouts, and renewable energy tax benefits.
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