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

Note: CLE credit is not offered on this program

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

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Conducted on Tuesday, November 5, 2019

Recorded event now available

or call 1-800-926-7926

This course will prepare SALT professionals to identify and respond to state 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.


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 companies involved.

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?

Advisers must anticipate a host of state and local tax and non-tax issues, including the implications of equity vs. asset sales, unclaimed property, franchise taxes, net operating losses, etc. 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 advisers explains how to identify and best handle critical state and local tax issues in M&A.



  1. Due diligence
    1. General challenges
    2. Successor liability
    3. Retained liability
  2. State considerations when structuring the sale
    1. Sales of stock
    2. Sales of assets
    3. Transferring attributes
  3. Non-income tax issues
    1. Sales and use tax
    2. Unclaimed property
    3. Transfer taxes
  4. Other considerations


The panel will explore these and other tax priorities:

  • Due diligence considerations for sales, corporate income and franchise/capital stock, and property taxes.
  • Particular sales tax challenges such as bulk sales and other exemptions
  • Special issues including unclaimed property and non-income tax considerations
  • State considerations when structuring the sale: asset vs. stock sales


Gibilaro, Eugene
Eugene Gibilaro

Morrison & Foerster

Mr. Gibilaro's practice focuses on tax controversy and transactions primarily in the areas of state and local...  |  Read More

Newmark, Mitchell
Mitchell A. Newmark

Morrison & Foerster

Mr. Newmark's practice is concentrated on state and local tax litigation and appeals before administrative...  |  Read More

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