Uncovering Tax Liabilities in Corporate Due Diligence

Strategies to Deal With Potential Tax Obligations in M&A and Asset Sales

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

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Conducted on Thursday, May 29, 2008

Course Materials


Tax counsel play a key role in U.S. companies' acquisitions or sales of businesses and assets, as attorneys structuring the deal call for their help in assessing the tax implications of a Sect. 351 transfer.

Companies considering mergers and acquisition opportunities require a thorough due diligence review of tax matters to avoid substantial unexpected federal, state and/or local tax liability.

In addition to researching and valuing contingent tax liabilities, examining potential nexus-creating activities and filing elections that could create buyer tax liabilities, tax attorneys are essential parties to negotiating and structuring a tax separation agreement and clearance certificate.

Listen as our panel of experienced tax counsel share their best practices and tactics to deliver thorough due diligence on corporate M&A and asset sales.



The panel prepares you to handle these and other analyses: 

  • Preferred buyer and seller acquisition formats.
  • Tax separation agreements.
  • Treatment of intangibles and tax losses acquired.
  • Analysis of nexus, contingent tax liability and invalid filing issues.


Christian McBurney
Christian McBurney

Nixon Peabody

His specialty is federal income taxation, with a specific emphasis on tax planning for partnership and corporate...  |  Read More

Roger Lucas
Roger Lucas
Tax Partner
Winston & Strawn

He concentrates on business formations, M&A, divestitures, joint ventures and financings. He regularly represents...  |  Read More

Jason Tata
Jason Tata
M&A Partner

He has worked with KPMG for nine years and specializes in domestic and international tax structuring and tax due...  |  Read More

Robert Wood
Robert Wood
Wood Porter

He practices corporate, partnership and individual tax law and formerly was a Partner at two other San Francisco-area...  |  Read More