About the Course
Introduction
This CLE/CPE webinar will guide tax counsel and advisers on critical provisions of the IRS final regulations on excise taxes for stock repurchases. The panel will discuss the final regulations for the excise tax on stock repurchases under Section 4501, excise tax base, statutory exceptions, netting rules, valuation, timing rules, and special foreign corporation provisions. The panel will also discuss tax implications for M&A, capital markets transactions, and foreign-parented groups, as well as other vital items significantly impacting transactions.
Description
On Nov. 24, 2025, the IRS issued final regulations providing significant changes to the application of the excise tax on repurchases of corporate stock under Section 4501, as enacted by the Inflation Reduction Act of 2022 (the Act). Attorneys and tax professionals must assess the impact and challenges stemming from the final regulations, how they are applied to taxpayers, and their effects on certain M&A transactions and tax planning.
One of the primary revenue-raising tax provisions impacting M&A transactions, deal structures, and tax planning under the Act is the excise tax imposed upon stock repurchases or similar transactions. The stock repurchase excise tax is charged on the fair market value of the repurchased stock, reduced by the fair market value of such corporation's stock issued in the same taxable year. Prior to the final regulations, this presented significant issues for transactions that are not typically considered to be stock buybacks and subjected companies to the excise tax.
The final regulations clarify how the excise tax is applied and calculated, expand and clarify the netting rules, eliminate the funding rule, expand statutory exceptions, and include special foreign corporation provisions.
Listen as our panel discusses the excise tax on stock repurchases, the impact of IRS final regulations, and other critical matters impacting M&A transactions and other tax rules and challenges for certain transactions.
Presented By
Mr. Fortenberry is a seasoned advisor to corporate and private equity clients, focused on the tax aspects of complex business transactions. He provides counsel on domestic and cross-border mergers, acquisitions, leveraged buyouts, joint ventures, internal restructurings, and financing transactions. Mr. Fortenberry has extensive technical experience in transactional tax, including Subchapter C, Subchapter K, Subchapter S, and U.S. international taxation, he is trusted counsel to both tax clients and non-tax stakeholders. Mr. Fortenberry is renowned for his technical acumen and practical communication skills, effectively collaborating with deal teams and clients.
Ms. Garofalo counsels clients on federal income taxation, delivering strategic tax and structuring advice for institutional investors, fund sponsors, and multinational companies. Her work includes preparing and negotiating fund disclosure materials, organizational documents, and side letter agreements to support complex investment structures. Ms. Garofalo also regularly advises clients on US tax matters related to structuring, operation, investment activities and transactions. She has counseled clients on the tax-efficient use of special purpose vehicles (SPVs) and real estate investment trusts (REITs) to support complex investment structures and maximize tax benefits.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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CPE credit is not available on recordings.
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BARBRI is a NASBA CPE sponsor and this 90-minute webinar is accredited for 1.5 CPE credits.
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BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
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Date + Time
- event
Thursday, February 5, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Excise tax for stock repurchases
A. IRS final regulations
B. Companies subject to the excise tax
C. Timing rules
D. Valuation methods
E. Calculating and reporting
II. Implications for M&A and capital markets transactions and foreign-parented groups
III. Best practices for tax counsel and advisers
The panel will discuss these and other key issues:
- Key tax provisions regarding stock repurchases
- Impact of IRS final regulations
- Determining what entities are covered under the final regulations
- Navigating netting, timing rules, and substantiation requirements
- Challenges for structuring M&A transactions
- Issues for foreign-owned U.S. corporations
- Best practices for tax advisers and M&A counsel
Learning Objectives
After completing this course, you will be able to:
- Identify the tax laws impacting M&A transactions under the Inflation Reduction Act
- Understand the impact of IRS final regulations on the stock repurchase excise tax
- Recognize methods to avoid tax pitfalls in M&A and other transactions
- Discern the application of the excise tax to certain capital markets transactions and foreign-parented groups
- 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.
BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
BARBRI CE webinars-powered by Barbri-are backed by our 100% unconditional money-back guarantee: If you are not satisfied with any of our products, simply let us know and get a full refund. Contact us at 1-800-926-7926 .
