State and Local Tax Challenges in Mergers, Acquisitions and Asset Sales

Anticipating and Responding to Successor Liability, Bulk Sales, Incentives, Records Retention and Other Issues

Recording of a 110-minute CPE webinar with Q&A

Conducted on Wednesday, June 26, 2013

Recorded event now available

or call 1-800-926-7926
Program Materials

This teleconference will prepare tax professionals to identify and respond to issues during due diligence for mergers, acquisitions and asset sales. The panel will explore specific challenges that arise with sales, corporate income, franchise/net worth, property and other taxes, and address post-integration tax aspects.


The pace of corporate divestitures and acquisitions of assets, and on occasion of entire businesses, continues. So does the need for tax professionals to anticipate potential state and local tax consequences for the buyer company involved in such activity.

Is the company assuming liability for sales, income and other taxes, as well as new audit exposure, along with the assets? Can the transaction qualify for a bulk sales exemption from sales tax? Will the seller's tax credits and other incentives transfer in the deal?

Companies must expect a host of other issues from necessary records retention to the tax treatment of intellectual property and the implications of equity vs. asset sales. The most valuable role for tax professionals is analyzing state and local tax challenges when the deal is being negotiated.

Listen as our panel of experienced state tax advisors gives you a framework to identify and respond to critical state and local tax issues in M&A before they become problems.



  1. Due diligence-related topics
    1. Targets
    2. Transactions, and retained or successor liability
    3. Tax risk identification
    4. Tax risk mitigation
  2. Structuring the acquisition
    1. State tax considerations with stock deals
      1. Taxation and consideration of gain
      2. Other aspects
    2. Post-transaction integration considerations


The panel will explore these and other tax priorities:

  • Due diligence best practices for sales, corporate income and franchise/capital stock, and property taxes.
  • Particular sales tax challenges, such as maintaining bulk sales and other exemptions and unclaimed property liability.
  • Special income tax issues, ranging from IP treatment to optimal entity structure.
  • Records retention and post-transaction integration issues.

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Kim Krueger
Kim Krueger

She has worked with the firm’s SALT Practice since 2005 and specializes in multi-state income and franchise tax...  |  Read More

Benjamin Bacon
Benjamin Bacon

He is attached to the firm's State and Local Tax Practice and specializes in multi-state tax planning. He has consulted...  |  Read More

Darren McCarthy
Darren McCarthy
Principal, State and Local Tax – M&A Tax

He has more than 13 years of state tax experience and leads a team of SALT professionals embedded in the firm’s...  |  Read More

Robert Buckley
Robert Buckley
Senior Manager

He is attached to the firm’s State and Local Tax Practice and particularly its Mergers and Acquisitions Group....  |  Read More

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