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Tax Issues in Multinational M&A: Choice of Entity, Section 338(g) Election, GILTI vs. Subpart F

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 Wednesday, July 1, 2020

Recorded event now available

or call 1-800-926-7926

This course will outline the caveats international tax professionals need to be aware of when working with buyers and sellers of multinational entities. Our panel of experts will explain the latest tax considerations of business combinations for multinational companies after the recent tax act.


Although not explicitly addressed in the recent tax act, the act creates new critical considerations for U.S. buyers and sellers of foreign companies. Among the buyer's concerns is whether to make an election under Section 338(g) to have the sale treated as an asset sale allowing the buyer to get a basis step-up in assets; however, this election can create Subpart F or GILTI income for CFCs.

Knowing whether--and how--to structure the sale so that it is subject to Subpart F income versus GILTI inclusion can result in substantial tax savings. Advisers must consider factors including the foreign country's tax rate and overall income. In addition to tax act changes, there are existing provisions in international tax treaties that can mitigate taxation. Understanding the issues in multinational mergers and acquisitions is essential for tax advisers working with multinational companies.

Listen as our panel of international experts analyzes the considerations for purchasers and sellers of interests in foreign entities, including when being subject to GILTI may result in less tax and when to make a 338(g) election. The panel will also review structuring merger transactions in the most tax-effective way and other critical considerations for businesses expanding globally.



  1. Cross board M&A: an overview
  2. Subpart F
  3. GILTI
  4. 245A regulations
  5. Section 338(g) election
  6. Tax treaties
  7. State tax
  8. Non-tax considerations


The panel will review these and other important issues:

  • When a buyer should make a Section 338(g) election
  • When being subject to GILTI may result in less tax liability
  • What considerations are there in choosing an appropriate entity structure?
  • When is the 245A dividend received deduction available?


Fuller, Pamela
Pamela A. Fuller, Esq.

Of Counsel (Tax, M&A, International)
Tully Rinckey

Ms. Fuller’s practice has a triple focus: tax planning, tax controversies, and tax compliance. She advises a wide...  |  Read More

Hallman, Robert
Robert Hallman


Mr. Hallman has over a decade of international tax experience including roles in Big 4, middle-market and industry. His...  |  Read More

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