Tax Issues for Rollover Equity in M&A Transactions: Key Considerations for Buyers and Sellers
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Tax Law
- event Date
Tuesday, September 16, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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This CLE/CPE course will provide tax professionals with an in-depth analysis of key tax issues of equity rollover in mergers and acquisitions. The panel will discuss critical provisions and structuring considerations for equity rollovers in M&A transactions, tax-free mergers, holding company structures, use of LLCs, current market trends, stock rights, and tax considerations for buyers and sellers.
Mr. Carlson brings unique skills and perspectives to every area of his practice, which includes complex tax planning for domestic and international transactions, real estate fund and joint venture tax and corporate representation, and tax counsel on mergers and acquisitions. He helps companies (domestic and international) and individuals structure corporations, LLCs, partnerships and nonprofit entities, achieve their transactional tax and corporate planning goals, and successfully resolve tax controversies with the IRS and state taxing authorities. Mr. Carlson also has substantial experience with all types of foreign account and income disclosure issues including the Streamlined Filing Compliance Procedures and Delinquent International Information Return Submission Procedures.
Ms. Duong is committed to helping businesses and individuals identify practical solutions to resolve their tax matters while meeting their business objectives. She advises clients on the tax consequences of various corporate and business transactions including corporate and partnership formations, mergers, acquisitions and dispositions. Ms. Duong's practice also focuses on the resolution of both federal and state income tax controversies with the IRS in addition to state taxing authorities. She advises clients throughout all phases of a dispute, including audit, administrative appeals and judicial proceedings.
Seller equity rollover transactions can be effective valuation mechanisms and minimize taxes in private equity mergers and acquisitions. Although these transactions can facilitate a smooth ownership transition, they require sophisticated knowledge of crucial tax provisions to avoid potential tax liability.
Rollovers are typically structured as an exchange by the seller of part of its equity for common or preferred stock, resulting in a reduction in the cash purchase. The rollover can be a tax-free transaction for the seller when properly structured. However, an equity transaction may limit the buyer's ability to step up the acquired company's assets tax basis. Counsel must understand the tax treatment in these deals to achieve the desired tax outcomes for the parties.
Listen as our authoritative panel discusses critical tax provisions and structuring considerations for equity rollovers in M&A transactions, tax-free mergers, holding company structures, use of LLCs, stock rights, and tax considerations for buyers and sellers.
I. Tax consequences of acquisition transactions
II. Achieving stepped-up basis for purchaser
III. Requirements for tax-free rollovers to sellers
IV. Structuring options and key considerations
The panel will review these and other relevant issues:
- What are the critical tax issues to understand and consider when using equity rollovers?
- What are the available structuring options for equity rollover transactions?
- How can you properly structure a tax-free rollover transaction for sellers?
- How can you ensure a stepped-up basis for purchasers?
- What are the differences and tax implications of LLC drop-down and asset drop-down transactions?
- What are the critical challenges of rollovers involving Section 1202 qualified small business stock?
