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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, March 29, 2023

  • 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.

$347.00
CLE
ALL

This CLE webinar will examine issues associated with strategic corporate reorganizations, including consolidations, spin-offs and split-offs, recapitalizations, and transfers of shares or assets between entities within a company. The panel discussion will include due diligence, shareholder and third-party approvals, contractual and financing limitations, IP and licensing concerns, and employment and tax matters.

Faculty

Shalom D. Huber
Partner
Skadden Arps Slate Meagher & Flom LLP

Mr. Huber regularly advises clients on the design and implementation of compensation and benefits arrangements, including employment and severance agreements; consulting arrangements; retention, severance and change-in-control plans; cash and equity-based incentive compensation plans; and nonqualified deferred compensation plans. In addition, he frequently advises clients regarding the tax rules relating to deferred compensation, the excise tax on “golden parachute” payments and the limits on deductibility of executive compensation. He also advises on the SEC rules governing executive compensation disclosure, including annual proxy disclosure and peri­odic reports, as well as on various ESG-related issues.

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Robert C. Stevenson
Counsel
Skadden Arps Slate Meagher & Flom LLP

Mr. Stevenson advises both U.S. and international clients on a broad range of tax matters. He frequently works on international tax matters, including cross-border acquisitions and joint ventures, post-acquisition integration and restructuring transactions, public and private company mergers and acquisitions, spin-offs and subpart F and foreign tax credit planning.

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Lindsey S. Mignano
Partner
SSM

Ms. Mignano represents emerging and small businesses in the Bay Area.  She provides businesses with counseling and transactional services, including business formation and expansion into U.S. markets, contract drafting and negotiation, and financing matters. Prior to launching Smith Shapourian Mignano PC, Ms. Mignano practiced law in the San Francisco office of an international law firm.

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Description

There are a variety of ways to approach a corporate reorganization. The selected method will depend on the desired goals of the company, the state laws which govern its entities or assets, the impact on its employees, and the tax ramifications of the reorganization, among other factors.

An acquisition or merger also often involves transferring employees from one entity to another. Some may be terminated, and others may continue on with the acquirer, and there may be tax considerations as to payouts related to vesting of the equity or other payments in the transaction.

Several issues should be considered upfront. Shareholder approval and board approval as well as third-party consents (for the transfer of IP rights, for example) may also be required as a part of the transaction.

Section 368 of the IRC provides for tax-free reorganizations when structured under its provisions. Tax counsel should be involved in any reorganization to minimize tax consequences and preserve tax attributes. The issues are particularly complex, and counterintuitive, when stock or assets move across borders.

Listen as our authoritative panel discusses the multifaceted issues companies and their counsel must navigate in planning and implementing corporate reorganizations.

Outline

  1. Corporate reorganization types and strategies
  2. Upfront concerns
    1. Board and shareholder consents for the transaction (private company transactions)
    2. Transferring employment contracts, terminating employees
    3. 280G Tax considerations
    4. Third-party consents: lenders, contract parties, IP licensors
  3. Tax treatment
    1. Tax-free reorganizations under Section 368
    2. International tax considerations

Benefits

The panel will review these and other critical issues:

  • What are the typical motivations behind corporate reorganizations, and how do they affect the structure?
  • How do state and foreign laws vary in their treatment of internal reorganizations?
  • What are the best practices for transferring employees between organizations? When does the WARN Act apply?
  • How can a reorganization be structured to minimize the tax impact?