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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

    Thursday, August 18, 2022

  • 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 tax advisers with a thorough and practical guide to utilizing a Section 336(e) step-up election in the disposition of a target corporation. The panel will contrast the Section 336(e) election with the election available under Section 338(h)(10), outline the requirements for qualification, and detail the considerations involved in making the election.

Faculty

Kate L. Mathieu
Attorney
Skadden Arps Slate Meagher & Flom LLP

Ms. Mathieu advises public and private companies on a broad range of U.S. federal income tax matters, with a particular focus on both domestic and international transactions. Ms. Mathieu’s practice includes significant work involving the tax aspects of corporate mergers and acquisitions, spin-offs, and partnership transactions. She also advises clients with regard to the taxation of debt and equity financings, initial public offerings, and internal integration and restructuring transactions.

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Paul Schockett
Partner
Skadden Arps Slate Meagher & Flom LLP

Mr. Schockett advises public and private companies on a broad range of U.S. federal income tax matters, with particular focus on U.S. and cross-border transactions. His practice includes significant work involving the tax aspects of partnership acquisitions and dispositions, joint venture and investment fund formations, and corporate mergers and acquisitions. He also advises clients with regard to the taxation of debt and equity financings, initial public offerings, bankruptcy restructurings and internal reorganizations. He frequently writes and lectures on tax-related topics, including partnership taxation, M&A transaction structuring, tax aspects of troubled company workouts, and renewable energy tax benefits.

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Description

The Section 336(e) election is a tax planning tool increasingly used in corporate acquisitions and spinoffs. It allows acquirers of a corporation to achieve a step-up in the tax basis of the target company's assets. Similar to the more well-known Section 338(h)(10) election, the Section 336(e) election allows equivalent tax consequences across a wide spectrum of transaction structures for which the Section 338(h)(10) election is not available.

A Section 336(e) election permits a "qualified stock disposition" to be treated as a disposition of the target's assets. Unlike the election under Section 338(h)(10), which is only available where a corporation is the acquirer, a Section 336(e) election is useful for partnership acquirers (such as private equity funds) and individual acquirers, and is useful for taxable spinoff transactions. Also, stock dispositions may be aggregated over 12 months rather than in a single disposition to a single purchaser.

Tax advisers must consider critical differences in the elections when structuring any transaction to qualify for Section 336(e) treatment. Our panel will provide tax professionals with a thorough and practical guide to utilizing a Section 336(e) step-up election in the acquisition of a target corporation. The panel will contrast the Section 336(e) election with Section 338(h)(10) treatment, outline the requirements for availability, and detail the considerations involved in making the election.

Listen as our experienced panel provides a thorough and practical guide to the opportunities, consequences, and drafting requirements in structuring a transaction to qualify for a Section 336(e) election.

Outline

  1. The basic operation of the Section 336(e) election
  2. Considerations for the seller
  3. Considerations for the purchasers
  4. Requirements for availability
  5. Role of the Section 336(e) election in two-party M&A transactions
  6. Role of the Section 336(e) election in spinoffs and RMTs

Benefits

The panel will review these and other high priority issues:

  • What is a "qualified stock disposition" for purposes of Section 336(e) and how does it differ from a "qualified stock purchase" for purposes of Section 338(h)(10)?
  • Under what circumstances may a Section 336(e) election be made in connection with a stock distribution?
  • What are the documentation requirements for a valid Section 336(e) election?
  • What should sellers and purchasers consider before making or permitting a Section 336(e) election?

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Understand the difference between the application of a Section 336(e) election vs. a 338(h)(10) election
  • Recognize in what circumstances a stock distribution may qualify for Section 336(e) treatment
  • Ascertain tactics to ensure that a 336(e) election is not voided due to nonrecognition of the underlying transaction

fter completing this course, you will be able to

  • 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 or corporate structure, operating agreements, and shareholder agreements.

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).