Section 336(e) Elections: Tax Basis Step-Up Through Deemed Asset Sale Treatment
Structuring Qualifying Stock Dispositions for Partnership and Private Equity Acquirers
A live 90-minute premium CLE/CPE video webinar with interactive 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.
Outline
- The basic operation of Section 336(e) election
- When and when not to elect 336(e) treatment
- Step-up in the tax basis of target company assets in an 80 percent 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 pass-through entity acquirers
Benefits
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 the nonrecognition of the underlying transaction?
Faculty
Matthew P. Larvick
Shareholder
Vedder Price
Mr. Larvick is a Shareholder in the firm’s Corporate Practice Area, specifically corporate taxation. His practice... | Read More
Mr. Larvick is a Shareholder in the firm’s Corporate Practice Area, specifically corporate taxation. His practice focuses on federal income taxation, including structuring, implementing and advising on partnership and LLC transactions and vehicles, M&As, and financing transactions. Mr. Larvick is an adjunct professor in the IIT Chicago-Kent College of Law Graduate Tax Program and is also a Certified Public Accountant.
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Ross E. Poulsen
Of Counsel
Jones Day
Mr. Poulsen represents major corporations on a wide range of federal income tax matters involving mergers,... | Read More
Mr. Poulsen represents major corporations on a wide range of federal income tax matters involving mergers, acquisitions, dispositions, and restructurings, including cross-border transactions. He focuses his practice on corporate taxation and the consolidated return regulations. Prior to joining Jones Day, Mr. Poulsen was an assistant to the branch chief in the IRS Office of Associate Chief Counsel (Corporate), where he drafted rulings and other guidance regarding corporate divisive and acquisitive reorganizations, liquidations, incorporations, the consolidated return regulations, and related matters.
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Cannot Attend August 12?
Early Discount (through 07/18/25)
You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. CPE credit is not available on recordings. Strafford will process CLE credit for one person on each recording. All formats include course handouts.