Tax Pitfalls of Offshore M&A: Planning Techniques to Avoid Unintended Tax Liability

Impact of New Tax Law on Deal Structures, Section 163(j), GILTI, Transfers Under Section 367(a), Deductions Under Section 245A

Recording of a 90-minute premium CLE/CPE webinar with Q&A

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Conducted on Wednesday, August 21, 2019

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Course Materials

This CLE/CPE course will discuss the most important changes impacting U.S. taxation of multinational entities and how these changes affect planning for cross-border deals. Specifically, the panel will discuss planning techniques in light of the new Section 163(j) limitations on interest deductions, repatriation strategies for foreign subsidiaries, buy and sell techniques for acquiring and disposing of foreign targets in light of the new GILTI regime, and planning techniques to take full advantage of the new 100% dividends-received deduction provided by new Sections 245A, 1248(j) and 163(e). The panel will also cover outbound transfers by U.S. persons to foreign corporations, and how the 2017 Tax Act and the most recent guidance affects outbound and inbound planning under Section 367(a), (b)(d),and (e). The panel will not only explain the changed tax landscape and stakes, but offer specific planning tools to mitigate unintended tax liability.


U.S. and global tax reform is having a substantial and systemic impact on the negotiation and structuring of cross-border transfer of assets, mergers, acquisitions, and other strategic alliances. Now, more than ever, structuring cross-border M&A deals demands early-stage tax planning to identify opportunities and potential pitfalls. Transactions can be structured in a variety of ways based on applicable U.S. and foreign tax laws, U.S. entity-ownership rules, financing options, and the business objectives and parameters set by the parties involved in the transaction. To avoid unintended tax liabilities, tax counsel must have a firm grasp of these complex new rules, and understand how they relate to each other. Also, tax counsel must understand the implications of the new rules on U.S. and foreign sellers and buyers, financing structures, operations, and repatriation techniques.

Listen as our panel discusses the impact of changes to U.S. tax law on cross-border M&A deals, and offers planning techniques to ensure tax savings.



  1. Considerations for structuring cross-border deals
    1. U.S. seller considerations
    2. U.S. buyer considerations
    3. Affect of GILTI on 338(g) elections in cross-border context
    4. New Section 1248(j)
    5. How to plan into the Section 245A DRD
  2. Section 163(j) and financing foreign acquisitions
  3. Repatriation of foreign subsidiaries and Section 245A
  4. Application of GILTI to foreign acquisitions


The panel will review these and other key issues:

  • How does new U.S. tax law impact tax planning for cross-border M&A transactions?
  • What are the key tax considerations in structuring cross-border M&A deals?
  • What special rules apply to U.S. vs. non-U.S. sellers and buyers?
  • How does Section 163(j) impact the financing of foreign acquisitions?
  • Repatriation and Section 245A
  • The impact of GILTI to cross-border deal structuring


Fuller, Pamela
Pamela A. Fuller, JD, LLM

Of Counsel
Royse Law Firm

Ms. Fuller advises a wide range of clients--including private and public companies, joint ventures, private equity...  |  Read More

Patrick, Devan
Devan R. Patrick

K&L Gates

Mr. Patrick focuses his practice on U.S. federal income taxation of domestic and international business transactions,...  |  Read More

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