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Course Details

This CLE/CPE webinar will provide an advanced discussion of tax considerations attorneys must consider when negotiating, structuring, and documenting cannabis M&A deals. The panel will discuss the current regulatory landscape impacting cannabis deals, structuring cannabis M&A transactions, and tax issues to consider from the buyer and seller perspectives when negotiating, structuring, and documenting a cannabis M&A deal.

Faculty

Description

Regulatory and tax considerations are crucial in the structure and documentation of cannabis M&A transactions. Cannabis M&A transactions involve certain tax and regulatory implications that distinguish them from typical M&A deals. Counsel advising buyers and sellers must understand the tax and regulatory 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 (1) federal and state rules and regulations for cannabis businesses and their change of ownership; (2) the transferability of certain assets and licenses; (3) evaluating the possibility, benefits, and risks of a stock sale versus an asset sale; (4) due diligence considerations; and (5) determining the most effective structure for the transaction. In addition, counsel must also weigh the tax implications involved in structuring earnouts and other deferred payments connected with an M&A transaction, along with other items specific to cannabis-related entities.

Listen as our panel discusses the current regulatory landscape impacting cannabis deals, structuring cannabis M&A transactions, and a wide range of tax issues to consider from the buyer and seller perspectives when negotiating, structuring, and documenting an M&A transaction.

Outline

  1. Federal and state regulation of cannabis and their impact on M&A deals.
  2. Tax considerations for buyers and sellers in cannabis M&A transactions.
  3. Structuring options and pitfalls to avoid.

Benefits

The panel will review these and other relevant issues:

  • The regulatory framework of the cannabis industry and the impact on cannabis M&A deals.
  • Due diligence considerations.
  • The benefits and risks of a stock sale versus an asset sale.
  • Determining whether to structure a deal as a taxable or tax-free transaction.
  • Best practice to get cannabis deals across the finish line.

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Identify key tax issues specific to cannabis M&A deals
  • Recognize the tax benefits and risks of a stock sale versus an asset sale
  • Determine whether to structure a deal as a taxable or tax-free transaction
  • Understand tax implications of structuring earnouts and other deferred payments in connection with cannabis M&A deals
  • Recognize key issues and methods to overcome them in drafting tax provisions in M&A documentation

  • 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).