BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Corporate Tax

Date & Time
  • event Date

    Monday, July 17, 2023

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    110 minutes

Credit Information

  • BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.

$247.00
CPE
ALL

This course will guide tax professionals with an in-depth analysis of the sales and use tax issues in acquiring certain businesses. The panel will discuss the unexpected sales and use tax consequences, nexus implications, issues stemming from the drop-down of assets followed by a stock sale, successor liability, and other key issues.

Faculty

Stacey L. Roberts
State and Local Tax Director
TaxOps

Ms. Roberts has been making state and local tax (SALT) less taxing for thousands of businesses over the last 25 years. As a director of the SALTovation team at TaxOps, she guides dynamic businesses through compliance and strategic planning focused on minimizing risk and strengthening tax positions. Ms. Roberts honed her specialty at Andersen Worldwide/Andersen LLP, KPMG and Deloitte before moving in-house with a Fortune 500 company to administer state and local tax. She has also led the national SALT practice at a regional firm. Ms. Roberts is a member of the Colorado Legislative Task Force Concerning Tax Policy and a frequent speaker, instructor and author on SALT issues for industry and professional organizations.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Joseph F. Geiger
Consulting Tax Manager
Vertex, Inc

Mr. Geiger works with the company's Tax Process Consulting Group and has more than 25 years of experience with income, sales and use and other taxes, with particular expertise in tax appeals, audit controversies and reverse audits. He also has experience with taxation of P-card purchases. In addition he has worked in tax compliance for corporations and for public accounting firms.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Business acquisitions present particular sales tax challenges that are often overlooked when structuring transactions that tax professionals must anticipate.

Tax professionals should be well-versed in conducting a proper course of due diligence as part of the acquisition process. When transactions are being structured, tax professionals must determine whether the acquisition is subject to sales tax, whether the acquired entity qualifies for an exemption from sales tax, and identify and quantify any reserves the target company made for sales and use or other transaction-based tax liability.

Listen as our panel of experienced state tax advisers gives you a framework to identify and respond to critical state and local sales and use tax issues in acquisitions, nexus implications, issues stemming from the drop-down of assets, successor liability, and other key issues.

Outline

  1. Sales and use tax from transactions
  2. Nexus implications
  3. Asset vs. stock sales and transfer taxes
  4. Successor liability
  5. Tax due diligence

Benefits

The panel will discuss these and other key issues:

  • Due diligence best practices for sales and use taxes for transactions
  • Sales tax issues for stock vs. asset sales and acquisitions
  • Understanding the various types of transaction taxes, such as stock transfer and documentary transfer/issuance taxes
  • Particular sales tax challenges and maintaining exemptions
  • Issues stemming from the drop-down of assets followed by a stock sale
  • Methods to minimize successor liability stemming from business acquisitions
  • Identifying, describing, and evaluating for sufficiency any reserves the target company has made for sales and use and other transaction tax liabilities

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Identify the key issues in conducting due diligence for state sales, use, and other transaction taxes as part of a merger or acquisition
  • Ascertain the various state trends toward taxing a merger and acquisition transaction
  • Identify, describe, and evaluate reserves for sales and use tax made by a target company
  • Recognize and address post-integration challenges and opportunities related to sales and use and other transaction taxes

  • 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. Knowledge and understanding of Sales and Use Tax risks associated with mergers and acquisitions.

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.