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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Corporate Tax

Date & Time
  • event Date

    Thursday, May 23, 2024

  • 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 webinar will uncover potential sales tax liability in mergers and acquisitions. Our panel of SALT experts will review differences in sales tax liability in asset and stock sales, as well as exemptions available in most and specific states. Our panelists will walk practitioners through the due diligence needed to address potential sales tax liability in business combinations.

Faculty

Jamie E. T. Szal
Partner
Brann & Isaacson

Ms. Szal focuses her practice on assisting businesses in all aspects of state and local tax controversy, from regulatory and administrative proceedings through civil litigation. She came to Brann & Isaacson following several years at the Massachusetts Department of Revenue. As Counsel in both the Litigation Bureau and Office of Appeals, she focused on complex tax issues facing corporations and pass-through entities. She earned her LL.M. in Taxation and Certificate in State and Local Taxation, both with distinction, from Georgetown University Law Center.

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Matthew F. Cammarata
Counsel
Lowenstein Sandler LLP

Mr. Cammarata handles both state and local tax controversies at the administrative and judicial levels, as well as transactional matters. His practice focuses on advising corporate clients from a diverse array of industries on all aspects of state and local tax matters involving financial institution excise taxes, corporate income and franchise taxes, sales and use taxes, gross receipts taxes, and other business taxes. Mr. Cammarata has defended audits and litigated state and local tax controversies in jurisdictions throughout the United States. He also provides sophisticated state tax planning advice and counsels clients on the potential state and local tax consequences of complex corporate transactions. Mr. Cammarata frequently writes and speaks on state and local tax issues for leading industry publications and organizations, such as the Council on State Taxation and the Journal of State Taxation.

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Description

Buyers, sellers, and their advisers often overlook the impact of SALT, and particularly sales tax, in mergers and acquisition transactions. Whether an asset sale or stock sale occurs, the state or states involved in the transaction and a state's existing exemptions can all significantly affect the resulting, and often unexpected, sales tax liability. While states exempt casual or isolated sales, the sale of tangible property, an asset sale, is often subject to sales tax. For stock sales, the business acquired could unknowingly have nexus in a state by having sales representatives or attending trade shows in the state.

The New York Department of Taxation and Finance offers these words to the wise on its website: "Warning: Don't pay the seller until you contact the Tax Department. We'll check to see if the seller owes any taxes. If you don't contact us and wait for our reply, you may have to pay the seller's tax debts." SALT advisers and business owners must recognize the potential sales tax obligations for mergers and acquisitions.

Listen as our panel of state and local tax controversy experts points out steps that acquirers should take to discover, avoid, and mitigate sales tax exposure in M&A transactions.

Outline

  1. Sales tax in M&A transactions: introduction
  2. Asset sales
  3. Stock sales
  4. State exemptions
    1. Common exemptions
    2. Exemptions in specific states
  5. Examples
  6. Best practices

Benefits

The panel will cover these and other critical issues:

  • Key steps in performing sales tax due diligence for mergers and acquisitions
  • Obtaining and documenting applicable sales tax exemptions for M&A transactions
  • How asset sales are taxed in specific states
  • Uncovering sellers' existing sales tax liability

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Identify key steps in performing sales tax due diligence in M&A transactions
  • Determine if there is potential sales tax liability before a business is acquired
  • Ascertain how particular states tax the purchase of business assets
  • Decide when and how existing state exemptions can be used to circumvent sales tax

  • 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 state income tax forms and schedules; supervisory authority over other preparers/accountants. Knowledge and understanding of state taxation of warranties, including mandatory, option and extended warranties; familiarity with sales tax nexus issues.

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.