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, December 4, 2018

Recorded event now available

or call 1-800-926-7926
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. Fundamental questions to answer 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 and conducting a due diligence examination.

Listen as our panel of experienced state tax advisers 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


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


Brown, Justin
Justin T. Brown

Eversheds Sutherland (US)

Mr. Brown assists clients on a variety of state and local tax matters, including tax planning, compliance and audit...  |  Read More

Stone, Justin
Justin B. Stone

Eversheds Sutherland (US)

Mr. Stone advises clients on a wide range of state and local tax issues, including controversies, tax planning, policy,...  |  Read More

Thompson, Daniel
Daniel Thompson

Thompson Tax & Associates

Mr. Thompson offers more than thirty years of experience between public accounting and the California Board of...  |  Read More

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