Transaction Tax Challenges in Mergers and Acquisitions

Identifying Reserves, Preserving Credits and Incentives, Maintaining Post-Integration Documents

Recording of a 110-minute CPE webinar with Q&A

Conducted on Tuesday, September 29, 2015

Recorded event now available

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Program Materials

This webinar will provide corporate tax professionals and advisers with a detailed exploration of the critical sales and use, real estate transfer, and other transaction taxes arising from a merger and acquisition event. The panel will explore specific challenges that arise with transaction taxes during the M&A transaction, and address post-integration tax aspects.


Merger and acquisition transactions between two or more domestic U.S. companies located in different states present particular tax challenges. Tax professionals advising acquiring companies must be able to anticipate sales and use and other transaction tax consequences arising from the acquisition.

Corporate tax professionals should be well-versed in conducting a proper course of due diligence as part of the acquisition process. Key questions that must be answered as part of any due diligence include determining whether the acquisition is subject to sales tax, whether the acquired entity qualifies for a bulk sales exemption from sales tax, and identifying and quantifying any reserves the target company made for sales and use, or other transaction-based tax liability.

Tax advisers play a critical role during negotiations in analyzing state transaction taxes. Understanding the key areas in need of identification is critical to conducting an effective due diligence examination.

Listen as our panel of experienced state tax advisors gives you a framework to identify and respond to critical state and local sales and use tax issues in mergers and acquisitions before they become problems.



  1. Sales and use tax from transaction
  2. Real estate transfer tax consideration
  3. Stock transfer tax
  4. Documentary transfer/issuance tax
  5. Tax due diligence
  6. Case study


The panel will explore these and other important issues:

  • Due diligence best practices for sales and use, real estate transfer, and other transaction taxes
  • Particular sales tax challenges, such as maintaining bulk sales and other exemptions and unclaimed property liability
  • Understanding the various types of transaction taxes, such as stock transfer and documentary transfer/issuance taxes
  • Identifying, describing and evaluating for sufficiency any reserves the target company has made for sales and use, and other transaction tax liabilities


Matthew C. Boch
Matthew C. Boch

Dover Dixon Horne

Mr. Boch's practice focuses on state and local taxes and incentives. He represents taxpayers at all stages of state...  |  Read More

Fiona Donovan
Fiona Donovan
Senior Manager, State and Local Tax Mergers and Acquisitions Group

Ms. Donovan performs state and local tax due diligence for proposed transactions on behalf of both private equity...  |  Read More

Kathryn Pittman
Kathryn Pittman

McGlinchey Stafford

Ms. Pittman works on federal, state and local issues, including advising clients on the impact of marketing...  |  Read More

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