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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, July 8, 2021

  • 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 counsel and advisers an in-depth analysis of key tax challenges for special purpose acquisition companies (SPACs). The panel will discuss tax issues upon formation, tax considerations for structuring transactions, and key tax challenges for domestic and foreign investors. The panel will also discuss passive foreign investment companies (PFICs), the QEF election and other key tax provisions, rules, and reporting compliance.

Faculty

Devon M. Bodoh
Partner
Weil Gotshal & Manges LLP

Mr. Bodoh advises clients on cross-border mergers, acquisitions, inversions, spin-offs, other divisive strategies, restructurings, bankruptcy and non-bankruptcy workouts, the use of net operating losses, foreign tax credits, deficits and other tax attributes, and consolidated return matters.

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William S. Dixon
Managing Director
Citigroup Global Markets, Inc

Mr. Dixon is an investment banker and Managing Director at Citigroup Global Markets Inc., where he focuses on tax-advantaged domestic and cross-border M&A transactions, capital structure solutions and financings for public and private companies, including mergers, acquisitions, divestitures, buy-outs, and SPAC transactions.  He also is a member of the firm’s Fairness Opinion Committee.  





Mr. Dixon has served as an adjunct assistant professor at Brooklyn Law School and taught classes on the taxation of securities and derivatives and the taxation of partnerships.  He has also taught as an adjunct at the Peter J. Tobin School of Business at St. John’s University and has given guest lectures for classes at Harvard Law School and NYU’s Leonard N. Stern School of Business





Mr. Dixon currently serves on the Board of Directors of the International Tax Institute, is a member of the New York Steering Committee of the International Fiscal Association, and was formerly Chair of the U.S. Activities of Foreigners and Tax Treaties Committee of the ABA’s Section of Taxation.  He is also a former John S. Nolan Fellow and also served on the ABA’s Task Force on International Tax Reform.  Will speaks frequently about Federal income tax matters.  





Prior to joining Citigroup, Mr. Dixon was a Senior Attorney at Cravath, Swaine & Moore LLP, a law firm in New York City; he earned his J.D. (magna cum laude) from Boston University School of Law.  

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Description

SPACs have become a preferred method for raising capital, but they could cause unintended tax implications for investors. Attorneys and tax professionals must recognize critical tax issues in forming SPACs, challenges for U.S. and non-U.S. investors, and the application of key tax provisions under the IRC.

A SPAC is a shell company with no operations listed on a stock exchange to acquire a private company without going through the traditional IPO process. SPACs bring in investors hoping to cash out more quickly but can result in big tax bills for investors upon exit. This is due to their speculative nature, and it is unlikely that investors are aware of the SPAC's acquisitions for months or even years, creating potential tax challenges.

When a SPAC transaction crosses borders, PFIC tax rules can block U.S. taxpayers from using offshore investment vehicles to shelter funds or avoid tax liability. PFIC tax rules will also apply when an offshore SPAC places capital raised from U.S. investors into interest-bearing trust accounts.

Listen as our panel discusses key tax considerations for the formation of SPACs, tax considerations for structuring transactions, and key tax challenges for domestic and foreign investors. The panel will also discuss PFICs, the QEF election and other key tax provisions, rules, and reporting compliance.

Outline

  1. Overview of SPACs
  2. Tax considerations for structuring SPACs

    1. SPAC formation tax Issues

    2. De-SPACing tax structuring

  3. Tax objectives for U.S. investors
  4. Tax objectives for non-U.S. investors
  5. PFIC considerations in connection with SPACs
  6. Key tax provisions and best practices in structuring SPAC transactions

Benefits

The panel will review these and other key issues:

  • What are the key tax considerations for forming SPACs?
  • What are the tax implications for U.S. and non-U.S. SPAC investors?
  • What are the potential international tax implications?
  • How can a qualified electing fund election benefit U.S. shareholders?
  • What are the key tax provisions for SPAC deal structures?
  • What other key tax provisions, rules, and reporting compliance must be considered?

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Determine the structure of SPACs and other types of investment vehicles
  • Recognize various factors in tax planning when structuring SPACs
  • Identify key tax provisions under new tax law impacting SPACs and other investment vehicles
  • Ascertain tax planning methods to avoid tax pitfalls in structuring SPACs
  • Ascertain tax planning methods to avoid pitfalls for investors in SPACs

  • 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, private fund structures, 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).