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  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Tax Law
  • schedule 90 minutes

Tax Issues for Rollover Equity in M&A Transactions: Key Considerations for Buyers and Sellers

$347.00

This course is $0 with these passes:

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Description

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.

Presented By

Austin C. Carlson
Partner, CPA
Gray Reed & Mcgraw LLP

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.

Virginia Y. Duong
Shareholder
Polsinelli

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.

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


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, September 16, 2025

  • schedule

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

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?