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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Tax Law

Date & Time
  • event Date

    Wednesday, July 17, 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 webinar will guide tax counsel and advisers on critical provisions regarding stock repurchases in the Inflation Reduction Act of 2022 (the Act) and the impact of new IRS proposed regulations. The panel will discuss the new IRS regulations for the excise tax on stock repurchases under Section 4501, excise tax base, the netting rule, valuation, timing rules, and calculating and paying the excise tax. The panel will also discuss tax implications for M&A, capital markets transactions, and foreign-parented groups, as well as other vital items significantly impacting transactions.

Faculty

David Strong
Partner
Crowe LLP

Mr. Strong is a leader in the delivery of tax accounting services related to inventory valuation, accounting method issues, tax controversy, and corporate planning and consultation. He has more than 20 years of experience and specializes in monitoring legislative and regulatory changes for communication to firm management. Mr. Strong has also worked extensively with both publicly traded and privately held companies providing tax compliance and consulting services.

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James Maynor
Shareholder
Greenberg Traurig LLP

Mr. Maynor focuses his practice on the U.S. taxation of international transactions and investments. He advises public companies and privately held businesses on the U.S. tax consequences of mergers and acquisitions, business formations, internal restructurings, spin-offs, divestitures, joint ventures, and capital markets transactions — primarily in the cross-border context. He also advises clients in connection with the formation and structuring of investment funds, with a focus on the U.S. tax issues that are relevant to non-U.S. investors in such funds. In addition, Mr. Maynor advises multinational enterprises on the U.S. tax issues associated with the global immigration and mobility of executives and employees.

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Description

The Act enacted an excise tax for the repurchase of stock made on or after December 31, 2022, impacting publicly traded corporations across various industries. Attorneys and tax professionals must assess the impact of excise tax provisions under current tax law and challenges stemming from recent IRS proposed regulations, how they are applied to taxpayers, and their effects on certain M&A transactions and tax planning.

One of the primary revenue raising tax provisions impacting M&A transactions, deal structures, and tax planning under the Act is an excise tax imposed upon stock repurchases or similar transaction. The stock repurchase excise tax is charged on the fair market value of the repurchased stock, reduced by the fair market value of such corporation's stock issued in the same taxable year.

On Apr. 12, 2024, the IRS published proposed regulations on the application of Section 4501, which imposes a one percent excise tax on certain repurchases of stock. The proposed regulations mostly align with guidance provided under Notice 2023-2, but adopt a broad approach to application of the excise tax, with limited exceptions. This presents significant issues for transactions that are not typically considered to be stock buybacks and companies may be subject to the new excise tax.

Listen as our panel discusses the excise tax on stock repurchases, the impact of recent IRS proposed regulations, and other critical matters impacting M&A transactions and other tax rules and challenges for certain transactions.

Outline

  1. Excise tax for stock repurchases
    1. Key provisions under current tax law
    2. Notice 2023-2
    3. New IRS proposed regulations
    4. Companies subject to the excise tax
    5. Timing rules
    6. Valuation methods
    7. Calculating and reporting
  2. Implications for M&A and capital markets transactions, and foreign-parented groups
  3. Best practices for tax counsel and advisers

Benefits

The panel will discuss these and other key issues:

  • Key tax provisions regarding stock repurchases
  • Determining what entities are covered under the proposed regulations
  • Navigating netting and timing rules and substantiation requirements
  • Challenges for structuring M&A transactions
  • Issues for foreign-owned U.S. corporations
  • Best practices for tax advisers and M&A counsel

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Identify the tax laws impacting M&A transactions under the Inflation Reduction Act
  • Understand the impact of the stock repurchase excise tax
  • Recognize methods to avoid tax pitfalls in M&A and other transactions
  • Discern the application of the excise tax to certain capital markets transactions and foreign-parented groups

  • 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).