About the Course
Introduction
This CLE course will highlight emerging tax developments U.S. buyers and sellers must consider when structuring cross-border M&A transactions, along with practical planning guidance for M&A attorneys. From upfront tax assessments through post-transaction integration, the course will address key tax and corporate considerations for planning cross-border deals.
Description
Merging with or acquiring a company is complex even in basic circumstances, but cross-border M&A adds additional planning hurdles, legal obligations, and more significant tax-planning challenges. Businesses must assess the target company's local tax regime, double tax treaties, and related issues to determine whether a deal offers tax advantages or creates greater liabilities—an analysis that often affects financing. As multinational deals face heightened scrutiny from tax authorities worldwide, understanding the interplay between U.S. and foreign tax regimes is essential to preserving deal value and avoiding costly missteps.
This webcast will help M&A professionals structure more efficient transactions with an emphasis on tax consequences. This program will help practitioners navigate anti-deferral regimes, avoid compliance missteps, and advise buyer and seller clients with a better appreciation of a deal's tax obligations. The faculty will address key tax assessments for cross-border due diligence, examining deal structure options and how structures affect tax burdens and financing, and other practical planning considerations. They will also spotlight the One Big Beautiful Bill Act's (OBBBA) effect on CFC income in cross-border M&A, other tax developments, and emerging international tax changes.
Listen as our authoritative panel discusses cross-border M&A and the tax issues and deal structuring strategies that will help buyers and sellers maximize outcomes.
Presented By
Mr. DeFeo focuses his practice on domestic and international capital markets, corporate finance and M&A transactions, and corporate governance and compliance counseling for boards, committees and directors of public and private companies and not-for-profit entities. He advises public and private corporations, partnerships, limited liability companies, real estate investment trusts, and other clients in U.S. and cross-border joint ventures and strategic alliances, M&As, consolidations, asset and stock acquisitions and dispositions; and public and private offerings of debt and equity securities, including initial public offerings and shelf-registered offerings, Rule 144A high-yield debt offerings and exchange listings.
Mr. Patrick assists clients on a wide range of United States tax matters associated with domestic and international business transactions and generally navigating the increasingly complex global tax environment. His practice focuses on mergers and acquisitions and other transactional tax matters, including debt and equity offerings, corporate and partnership restructurings, and joint ventures. Mr. Patrick has also represented clients with regard to multijurisdictional disclosure and reporting regimes (U.S. Corporate Transparency Act, FATCA, the CRS, and DAC6/MDR). Additionally. He has experience advising high-net-worth individuals, their private businesses and family offices, and other fiduciaries on cross-border tax, private banking, trust, and estate planning matters, including pre-immigration and expatriation planning and U.S. federal and state tax regularization.
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
Date + Time
- event
Wednesday, September 23, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Cross-border deal framework
a. Inbound and outbound acquisition frameworks
b. Buyer, seller, target, and financing objectives
c. Identifying the jurisdictions, entities, and legal or regulatory constraints that matter to the transaction
d. Key U.S. and non-U.S. tax considerations, including applicable treaties and international tax regimes
e. Incorporating tax and corporate structuring considerations before the term sheet is finalized
II. Examining cross-border deal structures
a. Benefits and drawbacks of stock, asset, and hybrid acquisition structures
b. Acquisition vehicles and jurisdictional considerations
c. Tax basis, historic liabilities, tax attributes, and other consequences of the selected structure
d. Financing the acquisition, including debt, equity, and applicable interest limitations
e. Treaty eligibility, withholding, and funds-flow considerations
f. Post-closing repatriation and exit planning
g. Corporate-law and execution constraints affecting implementation of the preferred structure
III. Cross-border due diligence and risk mitigation measures
a. Identifying material tax exposures without attempting a complete tax audit
b. Corporate residence, permanent establishments, withholding, transfer pricing, and indirect taxes
c. CFC, PFIC, and other ownership-related tax considerations
d. Quantifying exposures and distinguishing historic liabilities from structural and post-closing issues
e. Addressing identified risks through pricing, escrows, indemnities, covenants, representations, and representations-and-warranties insurance
IV. From term sheet to closing and post-transaction implementation
a. Structure provisions and tax assumptions that should be addressed in the term sheet
b. Tax elections, cooperation obligations, and responsibility for pre-closing restructurings
c. Purchase-agreement provisions allocating tax benefits, liabilities, and compliance responsibilities
d. Funds flow, withholding, and required closing documentation
e. Implementation risks arising between signing and closing
f. Post-closing integration and continuing tax obligations
V. OBBBA and other emerging international tax developments
a. OBBBA changes affecting controlled foreign corporations and cross-border investment
b. Implications for acquisition modeling and post-closing ownership structures
c. Identifying Pillar Two exposure during diligence
d. Treatment of Pillar Two liabilities and compliance responsibilities in transaction documents
e. Practical implications of the side-by-side framework for TopCo and holding-company decisions
f. Developments that affect current transactions and areas that deal teams should continue monitoring
VI. Practical takeaways for the cross-border deal team
a. A pre-signing cross-border M&A checklist
b. Avoiding common structuring and implementation mistakes
c. Issues that tax counsel, corporate counsel, accountants, and financial advisers should resolve early in the transaction
VII. Questions and discussion
The panel will review these and other critical issues:
- How should a cross-border M&A transaction be managed to best achieve the desired outcome?
- What are key considerations when conducting due diligence in cross-border M&A deals?
- How should M&A counsel evaluate the tax burdens associated with available structures?
- What structuring strategies will help mitigate global tax exposure?
- How to negotiate and draft term sheets that mitigate risk and leverage tax planning benefits
Related Courses
Public Company M&A: Transaction Structures, Securities Compliance, Avoiding Shareholder Litigation
Thursday, October 29, 2026
1:00 PM ET/10:00 AM PT
M&A and AI: Impact Across the Deal Lifecycle While Managing Compliance, Disclosure, and Governance Risk
Wednesday, November 11, 2026
1:00 PM ET/10:00 AM PT
Recommended Resources
