• videocam Live Webinar with Live Q&A
  • calendar_month January 13, 2027 @ 1:00 PM ET /10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Mergers and Acquisitions
  • schedule 90 minutes

Critical Tax Considerations for Negotiating, Structuring, and Documenting M&A Transactions

Evaluating Taxable Versus Tax-Free Deals, Stock Sales Versus Asset Sales, Tax-Free Reorganizations, Earnouts, and More

About the Course

Introduction

This CLE/CPE course will analyze mission-critical tax considerations that deal attorneys must take into account when negotiating, structuring, and documenting M&A deals. The panel will discuss current issues in taxable and tax-free transactions, evaluating stock sales versus asset sales, stock purchases with a 338(h)(10) election, tax-free reorganizations, earnouts and other deferred payments, and other related issues.

Description

Tax consequences are a crucial factor impacting the negotiation, structure, and documentation of M&A deals. Deal counsel advising buyers and sellers must understand the tax ramifications of a planned transaction at the outset to negotiate and structure the deal in the most tax-efficient manner possible.

Practitioners must consider a broad spectrum of buy and sell-side issues, including evaluating the benefits and risks of a stock sale versus asset sale and 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.

When drafting the purchase and sale agreement and other deal documents, counsel must be careful to reflect their respective client's intent regarding tax outcomes and include tax indemnification provisions to protect their client's interests.

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.

Presented By

Chris B. Carson
Partner
K&L Gates LLP

Mr. Carson is a partner in the firm's Tax practice group. His experience includes advising corporate clients on cross-border mergers, acquisitions, joint ventures, and similar transactions. Previously, Mr. Carson served as a manager in the international tax group of a multinational professional services network. He has advised asset management clients on tax matters in connection with private equity fund structures.


Malcolm S. Hochenberg
Partner
Proskauer Rose LLP

Mr. Hochenberg’s practice involves helping clients achieve all tax and other commercial objectives in an array of industries. He often works with companies in the context of an M&A transaction and then becomes a day-to-day advisor to the organization and/or its owners. Mr. Hochenberg also has extensive experience restructuring companies in distressed and non-distressed situations. Known for his proactive, solution-oriented approach, his experience in M&A includes assisting private equity funds in dozens of acquisitions, dispositions and related financings, acquisitions and dispositions by and of public companies, mergers and consolidations of registered funds, and sales of professional sports franchises and other gaming businesses. Mr. Hochenberg’s advisory and restructuring experience includes reorganizing global structures for multinational firms, work both near and in bankruptcy, including Chapter 11 restructurings and representing ad hoc groups of private credit lenders in Chapter 11 and 363 sale processes, designing and implementing structures for sports tournaments and other JVs involving sporting events, and working with companies in the context of tax audits and refund claims.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

  • CPE credit is not available on recordings.

  • BARBRI is a NASBA CPE sponsor and this 90-minute webinar is accredited for 1.5 CPE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, January 13, 2027

  • schedule

    1:00 PM ET /10:00 AM PT

I. Tax considerations for sellers in M&A transactions

II. Tax considerations for buyers in M&A transactions

III. Tax considerations with earnouts and other deferred payments

IV. Best practices for drafting tax provisions in the deal documents

The panel will review these and other relevant issues:

  • The benefits and risks of a stock sale versus an asset sale
  • Critical factors in determining whether to structure a deal as a taxable or tax-free transaction
  • Principal concerns in structuring earnouts and other deferred payments in connection with an M&A deal


Learning Objectives

After completing this course, you will be able to:

  • Identify the benefits and risks of a stock sale versus an asset sale
  • Determine critical factors for structuring a deal as a taxable or tax-free transaction
  • Recognize principal concerns in structuring earnouts and other deferred payments in connection with an M&A deal
  • 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. Working knowledge of partnership/corporate structure, debt financing, merger, and liquidation.

BARBRI, 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.

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