The Emerging Impact of Tax Reform on Domestic and Cross-Border M&A
Understanding New Deal Structure Considerations and Avoiding Traps for the Unwary
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE webinar with Q&A
This CLE webinar will examine selected provisions of the Tax Cuts and Jobs Act (TCJA) that have a 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 important potential traps for the unwary.
- Change in the corporate tax rate / choice of entity considerations / Section 1202
- Section 168(k) / 100% asset expensing
- Section 172 / NOL limitations
- Section 163(j) / interest expense limitations
- 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?
Russell A. Daniel
Mr. Daniel leads Grant Thornton’s Southeast Region Mergers & Acquisitions Tax Services practice. He assists... | Read More
Mr. Daniel leads Grant Thornton’s Southeast Region Mergers & Acquisitions Tax Services practice. He assists clients in identifying and evaluating tax risks and opportunities in connection with transactions, including M&A, and implementing federal tax planning strategies. With more than 23 years of experience, he has worked with numerous financial and strategic buyers in structuring acquisitions, buyouts, recapitalizations and internal reorganizations. He is experienced in leveraged buyouts, acquisitions of financially troubled companies, tax-basis planning, transaction cost analysis, S corporations, net operating loss and Section 382 planning, and bankruptcy.Close
Pamela A. Fuller, JD, LLM
Royse Law Firm
Ms. Fuller advises a wide range of clients--including private and public companies, joint ventures, private equity... | Read More
Ms. Fuller advises a wide range of clients--including private and public companies, joint ventures, private equity funds, individuals, C-Suite executives, “start-ups,” and government entities--on transactional, investment, and supply-chain strategies to achieve optimal tax and business results. As a seasoned practitioner and tax technician, Ms. Fuller is accustomed to handling nuanced matters involving highly technical questions of law, policy, and procedure at the federal, state, local, and international levels. She provides sophisticated tax planning services across most industry sectors, including software & emerging digital technologies, financial services, real estate development, healthcare, pharmaceutical, construction & engineering, infrastructure, oil & energy, and retail.
Ms. Fuller also has nearly two decades of experience resolving U.S. federal, state, and foreign tax controversies, as well as asserted tax penalties.Close
David (Dave) Strong
Morrison & Foerster
Mr. Strong is a transactional tax partner with Morrison & Foerster LLP. Dave is the current co-chair of... | Read More
Mr. Strong is a transactional tax partner with Morrison & Foerster LLP. Dave is the current co-chair of the firm’s Tax Department and co-chair of its Federal Tax practice. He also serves as managing partner of the firm’s Denver office. He works closely with transaction teams across the firm, including teams located in Los Angeles, New York, Palo Alto, San Francisco, Tokyo, and Washington D.C. His nationally-recognized areas of expertise include mergers and acquisitions, joint ventures, private equity, and venture capital investments, restructurings, distressed situations, and initial public offerings and other types of capital markets transactions. Throughout his career, he 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, and internet and telecommunications.Close