Tax Issues for Rollover Equity in M&A Transactions: Key Considerations for Buyers and Sellers
A live 90-minute premium CLE/CPE video webinar with interactive Q&A
This CLE/CPE course will provide tax professionals with an in-depth analysis of key tax issues of equity rollover in mergers and acquisitions. The panel will discuss critical provisions and structuring considerations for equity rollovers in M&A transactions, tax-free mergers, holding company structures, use of LLCs, current market trends, stock rights, and tax considerations for buyers and sellers.
Outline
- Tax consequences of acquisition transactions
- Achieving stepped-up basis for purchaser
- Requirements for tax-free rollovers to sellers
- Structuring options and key considerations
Benefits
The panel will review these and other relevant issues:
- What are the critical tax issues to understand and consider when using equity rollovers?
- What are the available structuring options for equity rollover transactions?
- How can you properly structure a tax-free rollover transaction for sellers?
- How can you ensure a stepped-up basis for purchasers?
- What are the differences and tax implications of LLC drop-down and asset drop-down transactions?
- What are the critical challenges of rollovers involving Section 1202 qualified small business stock?
Faculty

Austin C. Carlson, CPA
Partner, CPA
Gray Reed & McGraw
Mr. Carlson brings unique skills and perspectives to every area of his practice, which includes complex tax planning... | Read More
Mr. Carlson brings unique skills and perspectives to every area of his practice, which includes complex tax planning for domestic and international transactions, real estate fund and joint venture tax and corporate representation, and tax counsel on mergers and acquisitions. He helps companies (domestic and international) and individuals structure corporations, LLCs, partnerships and nonprofit entities, achieve their transactional tax and corporate planning goals, and successfully resolve tax controversies with the IRS and state taxing authorities. Mr. Carlson also has substantial experience with all types of foreign account and income disclosure issues including the Streamlined Filing Compliance Procedures and Delinquent International Information Return Submission Procedures.
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Virginia Y. Duong
Shareholder
Polsinelli
Ms. Duong is committed to helping businesses and individuals identify practical solutions to resolve their tax... | Read More
Ms. Duong is committed to helping businesses and individuals identify practical solutions to resolve their tax matters while meeting their business objectives. She advises clients on the tax consequences of various corporate and business transactions including corporate and partnership formations, mergers, acquisitions and dispositions. Ms. Duong's practice also focuses on the resolution of both federal and state income tax controversies with the IRS in addition to state taxing authorities. She advises clients throughout all phases of a dispute, including audit, administrative appeals and judicial proceedings.
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Early Discount (through 08/22/25)
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.