Special Purpose Acquisition Companies: Tax Structures, PFIC, QEF Election, and More

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


Conducted on Thursday, July 8, 2021

Recorded event now available

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Course Materials

This CLE/CPE course will provide tax counsel and advisers an in-depth analysis of key tax challenges for special purpose acquisition companies (SPACs). The panel will discuss tax issues upon formation, tax considerations for structuring transactions, and key tax challenges for domestic and foreign investors. The panel will also discuss passive foreign investment companies (PFICs), the QEF election and other key tax provisions, rules, and reporting compliance.

Description

SPACs have become a preferred method for raising capital, but they could cause unintended tax implications for investors. Attorneys and tax professionals must recognize critical tax issues in forming SPACs, challenges for U.S. and non-U.S. investors, and the application of key tax provisions under the IRC.

A SPAC is a shell company with no operations listed on a stock exchange to acquire a private company without going through the traditional IPO process. SPACs bring in investors hoping to cash out more quickly but can result in big tax bills for investors upon exit. This is due to their speculative nature, and it is unlikely that investors are aware of the SPAC's acquisitions for months or even years, creating potential tax challenges.

When a SPAC transaction crosses borders, PFIC tax rules can block U.S. taxpayers from using offshore investment vehicles to shelter funds or avoid tax liability. PFIC tax rules will also apply when an offshore SPAC places capital raised from U.S. investors into interest-bearing trust accounts.

Listen as our panel discusses key tax considerations for the formation of SPACs, tax considerations for structuring transactions, and key tax challenges for domestic and foreign investors. The panel will also discuss PFICs, the QEF election and other key tax provisions, rules, and reporting compliance.

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Outline

  1. Overview of SPACs
  2. Tax considerations for structuring SPACs
    1. SPAC formation tax Issues

    2. De-SPACing tax structuring

  3. Tax objectives for U.S. investors
  4. Tax objectives for non-U.S. investors
  5. PFIC considerations in connection with SPACs
  6. Key tax provisions and best practices in structuring SPAC transactions

Benefits

The panel will review these and other key issues:

  • What are the key tax considerations for forming SPACs?
  • What are the tax implications for U.S. and non-U.S. SPAC investors?
  • What are the potential international tax implications?
  • How can a qualified electing fund election benefit U.S. shareholders?
  • What are the key tax provisions for SPAC deal structures?
  • What other key tax provisions, rules, and reporting compliance must be considered?

Faculty

Bodoh, Devon
Devon M. Bodoh

Partner
Weil Gotshal & Manges

Mr. Bodoh advises clients on cross-border mergers, acquisitions, inversions, spin-offs, other divisive strategies,...  |  Read More

William S. Dixon
William S. Dixon
Managing Director
Citigroup Global Markets

Mr. Dixon is an investment banker and Managing Director at Citigroup Global Markets Inc., where he focuses on...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.

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