BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, January 10, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

  • BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.

  • BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

$347.00
CLE
CPE
ALL

This CLE/CPE course will provide an advanced discussion of tax considerations that deal attorneys must take into account when negotiating, structuring, and documenting M&A deals. The panel will discuss current issues in taxable and tax-free transactions, evaluating stock sales versus asset sales, stock purchases with a 338(h)(10) election, tax-free reorganizations, earnouts and other deferred payments, and other related issues.

Faculty

Daren R. Shaver
Partner
Hanson Bridgett LLP

Mr. Shaver is a transactional tax attorney, helping clients achieve their objectives in a practical and tax-efficient manner. He has experience with matters spanning areas such as fund formation, tax credits, real estate, venture capital, partnerships, and tax exempt entities--including federal and state income tax matters. Prior to joining the firm, Mr. Shaver was affiliated with several leading international and regional law firms.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Nancy E. Dollar
Senior Counsel
Hanson Bridgett LLP

Ms. Dollar is a tax attorney focused on tax planning, counseling, and transactional matters. Her practice includes advising founders, investors, and companies on specialty tax incentives. Ms. Dollar has also helped clients successfully resolve federal tax audits and controversies in the appeals process. She is a frequent author and lecturer on tax law matters.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Tax consequences are a crucial factor impacting the negotiation, structure, and documentation of M&A deals. Deal counsel advising buyers and sellers must understand the tax ramifications of a planned transaction at the outset to negotiate and structure the deal in the most tax-efficient manner possible.

Practitioners must consider a broad spectrum of buy and sell-side issues, including evaluating the benefits and risks of a stock sale versus asset sale and determining whether to structure the deal as a taxable or tax-free transaction or reorganization. Counsel must also weigh the tax implications involved in structuring earnouts and other deferred payments in connection with an M&A transaction.

When drafting the purchase and sale agreement and other deal documents, counsel must be careful to reflect their respective client's intent regarding tax outcomes and include tax indemnification provisions to protect their client's interests.

Listen as our panel of experienced tax attorneys outlines and analyzes the myriad of tax issues to consider from the buyer and seller perspectives when negotiating, structuring, and documenting an M&A deal.

Outline

  1. Tax considerations for sellers in M&A transactions
  2. Tax considerations for buyers in M&A transactions
  3. Tax considerations with earnouts and other deferred payments
  4. Best practices for drafting tax provisions in the deal documents

Benefits

The panel will review these and other relevant issues:

  • The benefits and risks of a stock sale versus an asset sale
  • Critical factors in determining whether to structure a deal as a taxable or tax-free transaction
  • Principal concerns in structuring earnouts and other deferred payments in connection with an M&A deal

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Identify the benefits and risks of a stock sale versus an asset sale
  • Determine critical factors for structuring a deal as a taxable or tax-free transaction
  • Recognize principal concerns in structuring earnouts and other deferred payments in connection with an M&A deal

  • Field of Study: Taxes
  • Level of Knowledge: Intermediate
  • Advance Preparation: None
  • Teaching Method: Seminar/Lecture
  • Delivery Method: Group-Internet (via computer)
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
  • Prerequisite: Three years+ business or public firm experience at mid-level within the organization, preparing complex tax forms and schedules; supervisory authority over other preparers/accountants. Working knowledge of partnership/corporate structure, debt financing, merger, and liquidation.

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).