M&A Implications of the One Big Beautiful Bill Act: Important Changes for Domestic and Cross-Border Transactions
Key Considerations for Negotiating Deal Price, Structure, and Other Key Terms

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Course Details
- smart_display Format
Live Online with Live Q&A
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Commercial Law
- event Date
Wednesday, October 29, 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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Live Online
On Demand
This CLE webinar will address the One Big Beautiful Bill Act's (OBBBA or Act) impact on both domestic and cross-border M&A transactions. The panel will highlight the key changes that potentially impact deal structuring and valuation and the tax modifications and benefits that deal parties and their counsel should consider when navigating the complex M&A environment.
Faculty

Mr. Badyal provides sophisticated tax advice in connection with various business transactions, including real estate and renewable energy development projects, mergers and acquisitions, reorganizations, joint ventures, cross-border transactions and loan workouts. He provides creative tax advice and is a valuable resource to clients in the real estate, technology (including blockchain), hospitality, investment/finance, entertainment and sustainability industries seeking to effectively address the tax opportunities, limitations and consequences of their transactions and dispute negotiations. Mr. Badyal frequently speaks at conferences and continuing education events on a variety of tax topics and he has served as an adjunct professor at Thomas Jefferson School of Law.

Mr. Clark focuses his practice on U.S. federal and international tax matters relating to taxable and tax-deferred acquisition, disposition, and restructuring transactions, as well as on income tax planning for closely-held businesses and high net worth individuals. Beyond his primary practice of transaction tax, Mr. Clark has advised clients throughout the life cycle of their businesses, from organization through exit, liquidation, or recapitalization. He has substantial experience as to choice of entity issues and the resulting impact on owner and investor tax treatment, and otherwise with the tax issues related to the formation of corporations, LLCs, general and limited partnerships and other joint venture arrangements. Mr. Clark has substantial experience in the drafting and analysis of tax provisions in syndicated lending arrangements and also regularly advises on the tax considerations of raising capital through other registered and unregistered capital markets transactions. In the mezzanine finance space, he has advised borrowers, lenders, and co-investors on tax considerations both as a result of the financing and the impacts and exposures resulting from the underlying M&A transaction.

Ms. Heisner focuses on clients with respect to a variety of types of cross border and U.S. domestic acquisitions mergers and acquisitions, including majority and minority investments, share purchases, mergers and joint ventures. She also has significant capital markets experience. Ms. Heisner also regularly counsels financial advisors in connection with fairness opinions, solvency opinions and similar matters. Her industry experience includes clients in the energy, telecommunications, financial services, and technology sectors. Ms. Heisner is a frequent author and lecturer on a variety of corporate law topics.
Description
On July 4, 2025, OBBBA was signed into law by President Trump. OBBBA permanently extends many provisions of the Tax Cuts and Jobs Act of 2017 that were set to expire at the end of 2025 and made several key tax reforms that will have a significant impact on M&A transactions. OBBBA is generally considered favorable for both buyers and sellers because it preserves or expands key tax provisions.
Under OBBBA, buyers will be allowed to immediately deduct 100% of qualified tangible and intangible assets through 2029, which from a buyer's perspective will enhance the appeal of an asset sale. Also, OBBBA's favorable treatment of qualified small business stock (QSBS) makes rollover equity transactions more tax efficient and thus these types of deals are likely to become more prevalent going forward. Some other notable changes impacting M&A transactions include bonus depreciation, research and development (R&D) expensing, business interest deduction, and the preservation of state pass-through entity tax regimes.
The final Act does not include the "revenge tax," which would have increased federal income tax rates on countries perceived to impose discriminatory taxes on U.S. taxpayers. Despite the omission of the revenge tax, OBBBA's provisions are less favorable for cross-border transactions. Some notable provisions that counsel and cross-border deal parties must consider are the increased scope of income for controlled foreign corporations (CFCs) that are subject to current federal income tax, the increased amount of foreign taxes that may be credited against net CFC tested income, and the termination of the requirement that interest expense and R&D expenditures be allocated against such income.
Listen as our authoritative panel discusses the important implications of OBBBA for companies contemplating a merger or acquisition and factors that deal counsel should consider when negotiating deal price, structure, and other key terms.
Outline
I. Introduction: OBBBA overview and history
II. OBBBA's implications for both domestic and cross-border M&A transactions
A. Enhanced QSBS benefits under Section 1202
B. Bonus depreciation
C. R&D expensing
D. Temporary increase on SALT cap
E. Preservation of state pass-through entity tax regimes
F. Permanent qualified business income deduction under Section 199A
G. Relaxed limitation on deductibility of business interest under Section 163(j)
H. Other changes potentially impacting M&A
III. Notable provisions excluded from the final Act
A. Taxation of carried interest
B. Revenge tax on certain foreign investors
IV. How OBBBA's tax modifications will impact deal valuation and structures
V. Best practices for guiding clients on the new requirements
Benefits
The panel will review these and other key considerations:
- What OBBBA provisions impact M&A, and what opportunities and challenges do they present?
- What are the practical implications of OBBBA on domestic and cross-border M&A activity?
- What aspects of the new law and its provisions should be considered when negotiating deal price, structure, and other terms?
- How can parties contemplating a merger or acquisition take advantage of OBBBA's new tax regime?
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