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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

    Tuesday, December 14, 2021

  • 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 provide corporate tax professionals and advisers with a detailed exploration of the critical sales and use, real estate transfer, and other transaction taxes arising from a merger and acquisition event. The panel will explore specific challenges that arise with transaction taxes during the M&A transaction and address post-integration tax aspects.

Faculty

Justin T. Brown
Attorney
Eversheds Sutherland (US) LLP.

Mr. Brown assists clients on a variety of state and local tax matters, including tax planning, compliance and audit defense. He also counsels on tax restructuring, apportionment and nexus issues. Previously, he was a senior tax consultant at a Big Four accounting firm. There, he prepared and reviewed multistate tax returns and also advised clients on a wide range of SALT matters. 

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Daniel L. Thompson
President
Thompson Tax & Associates, LLC

Mr. Thompson offers more than thirty years of experience between public accounting and the California Board of Equalization. He has served as a Partner and Principal, focusing on both state and local tax issues at two Big 4 accounting firms. Mr. Thompson founded Thompson Tax in June 2002. His consulting clients include both national and international companies representing broadly diverse markets.

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Description

Merger and acquisition transactions between two or more domestic U.S. companies in different states present particular tax challenges. Tax professionals advising acquiring companies must anticipate sales and use and other transaction tax consequences arising from the acquisition.

Corporate tax professionals should be well-versed in conducting a proper course of due diligence as part of the acquisition process. Fundamental questions to answer as part of any due diligence include determining whether the acquisition is subject to sales tax, whether the acquired entity qualifies for an exemption from sales tax, and identifying and quantifying any reserves the target company made for sales and use or other transaction-based tax liability.

During negotiations, tax advisers play a critical role in analyzing state transaction taxes and conducting a due diligence examination.

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 mergers and acquisitions before they become problems.

Outline

  1. Sales and use tax from a transaction
  2. Real estate transfer tax consideration
  3. Stock transfer tax
  4. Documentary transfer/issuance tax
  5. Tax due diligence

Benefits

The panel will explore these and other important issues:

  • Due diligence best practices for sales and use, real estate transfer, and other transaction taxes
  • Particular sales tax challenges, such as maintaining exemptions and unclaimed property liability
  • Understanding the various types of transaction taxes, such as stock transfer and documentary transfer/issuance taxes
  • 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 an M&A
  • Ascertain the various state trends toward taxing an M&A 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.