Tax Structuring Issues in Domestic and International M&A: Impact of TCJA, Avoiding Traps for the Unwary

Note: CPE credit is not offered on this program

A live 90-minute premium CLE webinar with interactive Q&A

Thursday, November 12, 2020

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, October 16, 2020

or call 1-800-926-7926

This CLE webinar will examine selected provisions of Tax Cuts and Jobs Act (TCJA) that continue to have significant impact on the structuring of domestic and cross-border mergers and acquisitions. The panel will discuss common deal structuring considerations and how to avoid some critical potential traps for the unwary.


The TCJA, signed into law in late 2017, was generally intended to encourage investment and to promote growth in the U.S. economy while reducing perceived "loopholes" and potential incentives to move profitable business operations offshore. Although many of the actual economic impacts of tax reform are still emerging, there is no question that tax reform has dramatically altered certain aspects of domestic and cross-border M&A transactions.

Moreover, because of the relatively short time frame in which tax reform was negotiated, drafted, and passed--and given that much of the resulting regulatory guidance is either relatively new or remains to be finalized--there are many potential traps for the unwary that need to be carefully navigated by deal professionals.

Significant changes brought about by tax reform include:

  • Reduction In the Corporate Tax Rate: A dramatic reduction in the corporate tax rate to 21 percent, which impacts a variety of fundamental operational and transactional considerations, including choice of entity, deal structure, and related financial modeling and valuation exercises;
  • 100% Asset Expensing: The potential for the immediate (100 percent) expensing of certain kinds of tangible assets, whether placed in service by the original user, or by a subsequent purchaser, which affects capital expenditure decisions, as well as deal structure in certain circumstances;
  • NOL Limitations: Restrictions on the use of net operating losses (NOLs) generated in 2018 or later tax years, and the inability to carryback these NOLs, which generally impacts the valuation and use of NOLs by buyers and sellers (including any NOLs that may be generated in connection with an acquisition as a result of extraordinary transaction expenses);
  • Interest Expense Limitations: Limitations on the deductibility of interest expense, including debt that was outstanding before the passage of tax reform, which affects leveraged acquisitions and general capital raising decisions; and
  • International Tax Reform: A variety of new international tax provisions that impact both the structure of an acquisition, as well as post-closing operations, including the expansion of the Subpart F controlled foreign corporation rules, the GILTI tax under Section 951A, the "FDII" deduction under Section 250, and the BEAT tax under Section 59A, as well as new provisions relating to the potential for withholding on sales of partnership interests by non-U.S. persons.

The changes created by tax reform have also had an impact on the substantive provisions of deal documentation, including traditional tax and financial representations, as well as standard due diligence procedures, financial models, and post-closing administrative requirements.

Listen as our panel of experts guides you through the key provisions of the TCJA and provides practical advice on how to apply them to your next transaction.



  1. Change in the corporate tax rate: choice of entity considerations; Section 1202
  2. Section 168(k): 10o percent asset expensing
  3. Section 172: NOL limitations
  4. Section 163(j): interest expense limitations
  5. International provisions


The panel will review these and other key issues:

  • How has tax reform altered the choice of entity decision?
  • How has tax reform changed the analysis of a stock sale vs. asset sale structure?
  • What is the significance of the new limitations on the deductibility of NOLs and business interest expenses?
  • What traps for the unwary exist in the cross-border context and how is deal structure optimized for target corporations with international operations?


Strong2, David
David (Dave) Strong

Wilson Sonsini Goodrich & Rosati

Mr. Strong’s practice is focused on mergers and acquisitions, joint ventures, private equity and venture capital...  |  Read More

Additional faculty
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