Navigating Tax Issues in M&A Transactions: Key Considerations for Buyers and Sellers, Tax Planning, Pitfalls to Avoid

The tax implications of mergers and acquisitions can be significant, requiring counsel and advisers to reconcile key tax provisions when negotiating and structuring M&A transactions. The tax-related aspects of M&A transactions require careful analysis and due diligence to avoid unintended tax liabilities for buyers and sellers.

The intent of several provisions under current tax law is to raise revenue, with many of them having a particular impact on M&A activities. Specifically, the limitations on the deductibility of interest, the limitations on the use of NOLs, a required withholding tax on the purchase price paid in certain transactions, the imposition of the transition tax, and other factors may impact the structuring, pricing, and negotiation of an M&A transaction.

Listen as our panel discusses the complex tax laws impacting M&A transactions and best practices and tips for structuring M&A transactions.

1. Tax diligence role in M&A transaction and review of agreements from tax perspective
2. Transaction structuring in C-corporation including any consideration of Section 338 election
3. Transaction structuring of foreign corporation and post-transaction integration
4. Asset vs. stock sale and sale of partnership interest and potential withholding tax
5. Miscellaneous issues

The panel will review these and other issues:

• Challenges for structuring M&A transactions under current tax law
• Key tax considerations for M&A negotiations and structuring
• Tax issues associated with targeting U.S. companies with foreign subsidiaries or assets
• Immediate expensing of costs of property under current tax law and sales structure
• The sale of a partnership interest and potential withholding tax
• Best practices for M&A counsel

Learning Objectives

After completing this course, you will be able to:

• Identify the tax laws impacting M&A transactions
• Recognize methods to avoid tax pitfalls in M&A transactions
• Determine the NOL limitations in structuring transactions
• Discern the application of the withholding tax on sales of partnership interests

• 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.

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.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).