M&A Tax Structuring Issues in the Current Deal Environment

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Thursday, November 12, 2020
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will examine current market trends and related tax developments arising in the COVID-19 deal environment, including: (i) common transaction types; (ii) typical consideration packages (including earn-outs / price protection); and (iii) an overview of related general tax considerations and CARES Act considerations. The panel will also briefly discuss the potential for future tax reform, depending upon the outcome of the upcoming Presidential election.
Faculty

Mr. Strong is a tax partner with extensive experience advising clients on domestic and cross-border mergers and acquisitions, spin-offs and restructurings, partnerships and joint ventures, and private equity and venture capital investments. He also has substantial experience advising clients on the tax aspects of a wide variety of capital markets transactions, including syndicated credit facilities, mezzanine and bridge loans, early-stage venture financings, and initial public equity offerings and convertible debt offerings(including tax-integrated hedges). Mr. Strong is a former adjunct professor and current advisory member to the faculty at The University of Denver Law School’s Graduate Tax Program. He is also a former chair of the Corporate Tax Committee of the Tax Section of the ABA, a fellow of the American College of Tax Counsel, and a frequent speaker on corporate and other tax matters at local, regional, and national seminars and continuing legal education programs.

Mr. Warnke is the Principal in Charge of KPMG’s Complex Transactions Group and Co-Principal in Charge of WNT M&A Tax group. His primary areas of concentration are U.S. federal income tax considerations relating to domestic and cross-border mergers, acquisitions, spin-offs, divestitures, joint ventures, restructurings, bankruptcy and non-bankruptcy workouts, consolidated returns, and foreign tax credit, basis, earnings and profits and other tax attribute matters. He also has significant experience in the taxation of private equity funds and other collective investment vehicles as well as the taxation of complex financial arrangements and products.
Mr. Schwartz is a business attorney in Holland & Knight's New York office and a member of the firm's Corporate, M&A and Securities Group. He counsels clients on tax matters relating to mergers, acquisitions, joint ventures and other business formations, combinations and divestitures. Mr. Schwartz represents investment funds in connection with fund formation tax matters and investors in connection with tax considerations and due diligence matters. He also provides tax advice in connection with capital markets transactions, U.S. and cross-border debt and equity securities issuances, and structured financial products.
Description
Tax consequences are a crucial factor in structuring M&A deals. Deal counsel advising buyers and sellers must understand the tax ramifications of a planned transaction at the outset to negotiate and document the deal in the most tax-efficient manner possible.
Practitioners must evaluate the benefits and risks of a stock sale versus asset sale in 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.
COVID-19 has created uncertainty for prospective buyers and sellers which may impact deal structuring and have tax ramifications. The CARES Act includes tax provisions which may also affect the tax planning around M&A transactions.
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
- General Overview of the Current Deal Environment
- Year-to-Date Market Recap
- Transaction Types
- Consideration Packages (cash, stock, combination, earn-outs, price protection)
- General Tax Considerations and Prospects for Potential Tax Reform (taxable, tax-free, timing, character, CARES Act, tax rates, choice of entity, etc.)
- CARES Act Considerations
- NOLs
- PPP Loans
- Payroll Tax Deferral
- Easing of Section 163(j) Interest Deduction Limitation
- Employee Retention Credit
- AMT Credit Recovery
- Allocating Responsibility and Benefits Through Contractual Provisions
- Bridging the Value Gap - Earnouts and Price Protection
- Basic Tax Issues With Deferred Consideration
- Traps for the Unwary
- CVRs / More Exotic Forms of Deferred Consideration / Price Protection
- Issues in Non-Taxable / Reorganization Transactions
- Other Prevalent Transaction Types / Related Tax Issues
- Debt-Modifications
- Recapitalizations
- Special Cash Dividends
- Stock Buybacks / Distributions of Stock Rights
Benefits
The panel will review these and other key issues:
- Market trends and related tax considerations which have surfaced in the wake of the COVID-19 pandemic
- Common deal terms and contractual provisions in today's deal environment, and tax ramifications to consider
- Recent transactions of interest.
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