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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Tax Law

Date & Time
  • event Date

    Tuesday, August 12, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

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


  • Live Online


    On Demand

$347.00

This course is $0 with these passes:

CLE
CPE
ALL

This CLE/CPE webinar will provide tax counsel with a thorough and practical guide to utilizing a Section 336(e) step-up election in the acquisition of a target corporation. The panel will contrast the 336(e) election with 338(h)(10) treatment, outline the requirements for qualification, and detail the specific tactics and risks involved in making the election.

Faculty

Matthew P. Larvick
Shareholder
Vedder Price

Mr. Larvick is a Shareholder in the firm’s Corporate Practice Area, specifically corporate taxation. His practice focuses on federal income taxation, including structuring, implementing and advising on partnership and LLC transactions and vehicles, M&As, and financing transactions. Mr. Larvick is an adjunct professor in the IIT Chicago-Kent College of Law Graduate Tax Program and is also a Certified Public Accountant.

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Ross E. Poulsen
Attorney
Miscellaneous

Mr. Poulsen represents major corporations on a wide range of federal income tax matters involving mergers, acquisitions, dispositions, and restructurings, including cross-border transactions. He focuses his practice on corporate taxation and the consolidated return regulations. Mr. Poulson has previously served as of counsel for a large law firm, and as an assistant to the branch chief in the IRS Office of Associate Chief Counsel (Corporate), where he drafted rulings and other guidance regarding corporate divisive and acquisitive reorganizations, liquidations, incorporations, the consolidated return regulations, and related matters.

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Description

The Section 336(e) election is a tax planning tool increasingly used in corporate acquisitions. It allows acquirers of a company to achieve a step-up in the tax basis of the target company's assets. Similar to the longer established Section 338(h)(10) election, the 336(e) election allows equivalent tax consequences across a broader spectrum of target companies with a more straightforward transaction structure.

A 336(e) election permits a purchaser to treat a "qualified stock disposition" as a purchase of the target's assets. Unlike Section 338(h)(10), which is only available to corporations purchasing other corporations, a 336(e) election is useful for partnerships, private equity funds, and individuals. Also, stock dispositions may be aggregated over 12 months rather than in a single disposition to a single corporate purchaser.

Tax counsel must consider critical differences in the elections when structuring any transaction to qualify for 336(e) treatment. Our panel will provide tax counsel with a thorough and practical guide to utilizing a Section 336(e) step-up election in the acquisition of a target corporation. The panel will contrast the 336(e) election with 338(h)(10) treatment, outline the requirements for qualification, and detail the specific tactics and risks involved in making the election.

Listen as our experienced panel provides a thorough and practical guide to the tax deferral opportunities, risks, and drafting requirements in structuring a transaction to qualify for a Section 336(e) election.

Outline

  1. The basic operation of Section 336(e) election
  2. When and when not to elect 336(e) treatment
  3. Step-up in the tax basis of target company assets in an 80 percent or greater stock acquisition
  4. Differences between a Section 336(e) election and a 338(h)(10) election
  5. Structuring concerns
  6. Use of Section 336(e) by pass-through entity acquirers


Benefits

The panel will review these and other high priority issues:

  • What is a "qualified stock disposition," and how does it differ when applied to a Section 336(e) election vs. a 338(h)(10) election?
  • Under what circumstances may a stock distribution qualify for Section 336(e) treatment?
  • How should counsel for acquiring parties structure a purchase agreement to protect a purchaser's right to claim the benefits of making or foregoing a Section 336(e) election?
  • What tactics should tax counsel employ to ensure that a 336(e) election is not voided due to the nonrecognition of the underlying transaction?