Tax Considerations in Negotiating, Structuring, and Documenting M&A Transactions
Stock Sales Versus Asset Sales, Taxable Deals Versus Tax-Free Reorganizations, Earnouts, and More
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will provide an advanced discussion of tax considerations deal attorneys must consider when negotiating, structuring, and documenting M&A deals. The panel will discuss key issues relevant to stock sales versus asset sales, stock purchases with a Section 338 election, taxable transactions versus tax-free reorganizations, earnouts and other deferred payments, and other related issues. The panel will also consider the impacts of recent legislative changes, including the new corporate AMT and buyback excise tax, and potential legislative changes, including to the corporate tax rate and capital gains rates.
Outline
- Overview of tax considerations for buyers and sellers in M&A transactions
- Common transactional patterns
- Taxable sale of corporate stock
- Taxable sale of corporate assets
- Taxable corporate stock sales treated as asset sales (Section 338 of the Code)
- Taxable acquisitions of S corporations or of C corporations with NOLs
- Taxable sales involving partnerships/LLCs
- Non-taxable reorganizations (under Section 368 of the Code)
- Non-taxable contributions (under Section 351 of the Code)
- "UP-C" structures
- Tax considerations with earnouts and other deferred payments
- Evaluating the potential benefits associated with NOLs or transaction tax deductions
- Best practices for drafting tax provisions in the deal documents
- Potential implications of tax legislative changes
Benefits
The panel will review these and other relevant issues:
- The benefits and risks of a stock sale versus an asset sale
- Critical factors in determining whether to structure a deal as a taxable or tax-free transaction
- Principal concerns in structuring earnouts and other deferred payments in connection with an M&A deal
- Best practices for drafting tax provisions in documentation
- The implications of potential tax legislative changes, including to the corporate tax rate and capital gains rates
Faculty
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.
Close
David (Dave) Strong
Partner
Wilson Sonsini Goodrich & Rosati
Mr. Strong’s practice is focused on mergers and acquisitions, joint ventures, private equity and venture capital... | Read More
Mr. Strong’s practice is focused on mergers and acquisitions, joint ventures, private equity and venture capital investments, restructurings, and distressed situations. He also has substantial experience with regards to the tax aspects of a wide variety of capital markets transactions for domestic and foreign issuers, including initial public offerings and convertible note offerings. Mr. Strong has worked on transactions across a broad range of industries, including consumer, healthcare, manufacturing and industrial services, media and entertainment, mining and natural resources, real estate, technology, life sciences, and internet and telecommunications.
Close