About the Course
Introduction
This CLE webinar will discuss the complex tax considerations and strategic planning that need to be analyzed to minimize potential tax liabilities and to preserve valuable tax attributes before a financially distressed company files bankruptcy. The panel will also address how restructuring and bankruptcy can create tax consequences for creditors and holders of interests in pass-through entities.
Description
Bankruptcy is often a last resort, so the road there is frequently paved with restructuring transactions, modifications, amendments, extensions of debt, deferrals, etc. that all have tax implications. Whether the debtor is a pass-through entity (typical for private equity portfolio companies) or C corporation, the nature of the debt, and the timing and nature of prior attempts to restructure all affect the tax consequences of bankruptcy and restructuring. Negative tax consequences can impact the ability or willingness of different parties to propose, support, confirm, and implement a plan.
The interplay between bankruptcy and taxes must be properly planned for and managed. One critical issue in the pre-bankruptcy context is determining when debt modification becomes "significant" and the effect of that determination on gain or loss recognition, original issues discount treatment, or cancellation of debt income (CODI) to the company, its creditors, and owners. Debt owed by pass-through entities to third parties can sometimes be recharacterized as equity, turning creditors into partners subject to complex partnership tax rules.
Listen as our panel of esteemed bankruptcy professionals offers guidance for navigating these complex pre-bankruptcy tax considerations and developing a strategic plan to minimize liabilities and to preserve tax attributes.
Presented By
Mr. Kukoyi has over 26 years of extensive experience providing tax consulting services to companies in connection with corporate bankruptcies, debt workouts, ownership changes, reorganizations, legal entity rationalization, and divestitures, with a keen eye toward preserving and maximizing valuable tax attributes. He has worked on some of the largest corporate bankruptcies in the U.S. along with dozens of out-of-court balance sheet restructurings. In addition, Mr. Kukoyi has spent a significant amount of his career assisting private equity and strategic clients with due diligence and tax structuring services in connection with acquisitions and divestitures. He serves clients in the manufacturing, healthcare, oil & gas, power & utility, mining, and consumer products industries. Mr. Kukoyi is a frequent speaker at internal and external continuing professional education courses on Internal Revenue Code Subchapter C and income tax consolidated return matters involving debt workouts and net operating loss planning.
Mr. Ungar focuses his practice on US and international tax matters.
Mr. Weigand advises publicly traded companies, closely held businesses, private equity and venture capital funds, real estate funds, family offices, and high-net-worth individuals on the tax aspects of complex domestic and cross-border mergers and acquisitions, securities offerings, tender offers, financing transactions, real estate transactions, joint ventures, and entity formations. He also counsels international businesses that operate in the United States and those that expand their operations into the US, including on the acquisition and disposition of US-based businesses and other assets, such as real estate. Mr. Weigand is experienced in negotiating, drafting, and documenting transactions and advising on the tax aspects of equity purchase agreements; credit agreements; operating agreements; partnership agreements; offering memoranda; and registration statements, prospectuses, proxy statements, and other US Securities and Exchange Commission filings. He frequently serves as a speaker on US and international tax issues and authors articles on various tax matters.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, July 28, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Types of bankruptcy and their tax implications
II. Tax attributes and bankruptcy
III. Discharge of indebtedness income
IV. Tax consequences of asset sales and liquidations
V. Tax planning strategies in bankruptcy
A. Timing
B. Section 382 limitations
C. Restructuring the entity
The panel will consider these and other critical questions:
- Does it matter whether debt owed by a pass-through entity is owed to third parties versus to its partners?
- When might a distressed tax partnership consider restructuring to be taxed as a corporation?
- How can amendments to debt instruments cause CODI?
- How can CODI be mitigated?
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