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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, March 16, 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.

$347.00
CLE
ALL

This CLE webinar will examine issues associated with strategic corporate reorganizations, including consolidations, spin-offs and split-offs, recapitalizations, and transfers of shares or assets between entities within a company. The panel discussion will include due diligence, shareholder and third party approvals, contractual and financing limitations, IP and licensing concerns, and employment and tax matters.

Faculty

Roger Royse
Partner
Haynes & Boone LLP

Mr. Royse has practiced tax and corporate law since 1984. He provides services to a wide spectrum of clients, from newly formed startups to publicly traded multi-nationals, in a broad range of industries. He also practices in the area of angel and venture fund formation. He is widely published on technical tax topics, is a regular speaker for the California CPA Education Foundation and has been an adjunct Professor of Taxation for Golden Gate University.

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Jeremy T. Garner
Member
Bowie & Jensen, LLC

Mr. Garner acts as outside general counsel to privately held companies in Maryland and throughout the region. With more than 15 years of experience counseling CEOs, business partners, and entrepreneurs – and an advanced degree in taxation – he provides clear, practical guidance on a wide range of transactional and general business matters.

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Description

There are a variety of ways to approach a corporate reorganization. The selected method will depend on the desired goals of the company, the state laws which govern its entities or assets, the impact on its employees, and the tax ramifications of the reorganization, among other factors.

Several issues should be considered upfront. There may be a federal or state mandated waiting period for particular actions or required governmental filings and approvals. Shareholder approval and board approval may be necessary. There may be debt covenants that prohibit the transaction or require lender consent. Other third-party consents (for the transfer of IP rights, for example) may also be required.

Section 368 of the IRC provides for tax-free reorganizations when structured under its provisions. Tax counsel should be involved in any reorganization to minimize tax consequences and preserve tax attributes. The issues are particularly complex, and counter intuitive, when stock or assets move across borders.

An acquisition or merger often involves transferring employees from one entity to another. Sister entities may need to terminate and rehire affected employees and appropriately document the change in the employing entity, recognizing the employees' prior service years at the transferor entity and accrued vacation or paid time off. The company should also consider any obligations under the WARN Act.

Listen as our authoritative panel discusses the multifaceted issues companies and their counsel must navigate in planning and implementing corporate reorganizations.

Outline

  1. Corporate reorganization types and strategies
  2. Upfront concerns
    1. Board and shareholder consents
    2. State law requirements
    3. Third-party consents: lenders, contract parties, IP licensors
  3. Tax treatment
    1. Tax-free reorganizations under Section 368
    2. International tax considerations
  4. Securities law issues, if applicable
  5. Transferring employees between entities

Benefits

The panel will review these and other critical issues:

  • What are the typical motivations behind corporate reorganizations, and how do they affect the structure?
  • How do state and foreign laws vary in their treatment of internal reorganizations?
  • What are the best practices for transferring employees between organizations? When does the WARN Act apply?
  • How can a reorganization be structured to minimize the tax impact?