Tax Planning for Venture Capital Investments
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Tax Law
- event Date
Tuesday, October 3, 2023
- 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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BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.
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BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
This CLE/CPE webinar will provide tax counsel and advisers with a detailed guide to key tax considerations when structuring venture capital funds, investments, and related transactions. The panel will discuss the tax implications of various fund structures, identify potential tax filing and payment obligations, and identify possible strategies for negotiating key fund provisions and investments.
Mr. Guadiana is a partner in the Tax practice group at Greenspoon Marder LLP. He is an experienced practitioner in virtually all areas of taxation. Mr. Guadiana serves as an advisor to public and privately-held multinational companies and investment firms with regard to their operations and investments in the United States and has extensive experience as a tax advisor to a number of public corporations listed on the London, Hong Kong, and Toronto stock exchanges. He is respected domestically and internationally for his ability to identify and resolve unique and complex tax issues in domestic and cross-border investments in a number of different areas of tax law. Mr. Guadiana has also advised both investment management firms and foreign investors in structuring lending programs so as to avoid being treated as the conduct of a “trade or business,” thereby enabling the foreign investor to minimize or avoid U.S. taxation.
Mr. Miller is a Senior Associate in the Private Wealth Services Practice Group at DarrowEverett. He focuses his practice on tax and estate planning in connection with domestic and international tax and estate planning representing high and ultra-high net-worth individuals and families, as well as assisting corporate and individual fiduciaries with the administration of trusts and estates. Mr. Miller also handles complex domestic and international corporate and trust structures, implementing international reorganizations, FIRPTA withholding, and entity classification elections. He also advises clients regarding the tax implications of their corporate structures. Specifically, Mr. Miller has advised clients regarding the eligibility of their Qualified Small Business Stock exemptions under I.R.C. 1202. He earned his LL.M. at the Chicago-Kent College of Law in Taxation and received his Juris Doctor from the Florida International University College of Law. During law school, Miller interned for the Honorable Spencer Eig of the Eleventh Judicial Circuit Court of Florida. He also obtained his Bachelor of Arts Degree in Rabbinic and Talmudic Law from the Midrash Shmuel Rabbinical College in Jerusalem, Israel.
Venture capital fund investments and related transactions can have wide-ranging tax implications that must be considered. For fund managers, tax counsel, and advisers, carefully structuring the transaction is critical to minimize or avoid adverse tax consequences stemming from such transactions.
Acquisitions, debt financing, and other transaction options for venture capital investments present particular tax challenges. During negotiations, tax counsel play a critical role in analyzing federal and state transaction taxes and conducting a due diligence examination. Fundamental questions to answer as part of any due diligence include determining whether the acquisition is subject to sales tax, whether the acquired entity qualifies for a bulk sales exemption from sales tax, and identifying and quantifying any reserves the target company made for sales and use or other transaction-based tax liability.
Listen as our panel discusses the tax implications of venture capital fund transactions, identifies potential tax filing and payment obligations, and outlines possible strategies for negotiating key deal provisions and investments.
- Transaction structuring issues and options
- Negotiating key provisions and investments
- Key tax planning considerations for investment transactions
- Best practices and pitfalls to avoid
The panel will discuss these and other key issues:
- What are the competing tax preferences of venture capital funds that must be considered when structuring investment transactions?
- What transaction options are available for venture capital investments?
- What are the competing tax preferences that must be considered when structuring investment transactions?
- Due diligence best practices for transaction taxes
- Understanding the various types of transaction taxes, such as stock transfer and documentary transfer/issuance taxes
- Available tax planning techniques and strategies for more favorable tax treatment
Learning Objectives
After completing this course, you will be able to:
- Determine the structure of private equity and other types of funds
- Recognize various factors in tax planning when structuring venture capital fund investments
- Identify key tax provisions under current tax law impacting venture capital fund structures
- Ascertain tax planning methods to avoid tax pitfalls in structuring investment funds
- 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 partnership agreements and income tax forms and schedules for partnerships and pass-throughs; supervisory authority over other attorneys or accountants. Knowledge and understanding of private equity fund partnership structures, carried interest compensation, and profits interest. Familiarity with management fee waiver structures, economic risk rules and audit processes.
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.
Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
