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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, October 9, 2024

  • 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 course will provide an advanced discussion of tax considerations deal attorneys must consider when negotiating, structuring, and documenting M&A deals. The panel will discuss key issues relevant to stock sales versus asset sales, stock purchases with a Section 338 election, taxable transactions versus tax-free reorganizations, earnouts and other deferred payments, and other related issues. The panel will also consider the impacts of recent legislative changes, including the new corporate AMT and buyback excise tax, and potential legislative changes, including to the corporate tax rate and capital gains rates.

Faculty

Paul Schockett
Partner
Skadden Arps Slate Meagher & Flom LLP

Mr. Schockett advises public and private companies on a broad range of U.S. federal income tax matters, with particular focus on U.S. and cross-border transactions. His practice includes significant work involving the tax aspects of partnership acquisitions and dispositions, joint venture and investment fund formations, and corporate mergers and acquisitions. He also advises clients with regard to the taxation of debt and equity financings, initial public offerings, bankruptcy restructurings and internal reorganizations. He frequently writes and lectures on tax-related topics, including partnership taxation, M&A transaction structuring, tax aspects of troubled company workouts, and renewable energy tax benefits.

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David Strong
Partner
Wilmer Cutler Pickering Hale and Dorr, LLP

Mr. Strong is a tax partner with extensive experience advising clients on domestic and cross-border mergers and acquisitions, spin-offs and restructurings, partnerships and joint ventures, and private equity and venture capital investments. He also has substantial experience advising clients on the tax aspects of a wide variety of capital markets transactions, including syndicated credit facilities, mezzanine and bridge loans, early-stage venture financings, and initial public equity offerings and convertible debt offerings(including tax-integrated hedges). Mr. Strong is a former adjunct professor and current advisory member to the faculty at The University of Denver Law School’s Graduate Tax Program. He is also a former chair of the Corporate Tax Committee of the Tax Section of the ABA, a fellow of the American College of Tax Counsel, and a frequent speaker on corporate and other tax matters at local, regional, and national seminars and continuing legal education programs.

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Description

Tax consequences are a crucial factor impacting the negotiation, structure, and documentation of M&A deals. Deal counsel advising buyers and sellers must understand the tax ramifications of a planned transaction at the outset to negotiate and structure the deal in the most tax efficient manner possible.

Practitioners must consider a broad spectrum of buy- and sell-side issues, including evaluating the benefits and risks of a stock sale versus an asset sale and determining whether to structure the deal as a taxable or tax-free transaction or reorganization. Counsel must also weigh the tax implications involved in structuring earnouts and other deferred payments connected with an M&A transaction.

When drafting the purchase and sale agreement and other deal documents, counsel must be careful to reflect their respective client's intent regarding tax outcomes and include tax indemnification provisions to protect their interests.

Listen as our panel of experienced tax attorneys outlines and analyzes the wide range of tax issues to consider from the buyer and seller perspectives when negotiating, structuring, and documenting an M&A deal.

Outline

  1. Overview of tax considerations for buyers and sellers in M&A transactions
  2. Common transactional patterns
    1. Taxable sale of corporate stock
    2. Taxable sale of corporate assets
    3. Taxable corporate stock sales treated as asset sales (Section 338 of the Code)
    4. Taxable acquisitions of S corporations or of C corporations with NOLs
    5. Taxable sales involving partnerships/LLCs
    6. Non-taxable reorganizations (under Section 368 of the Code)
    7. Non-taxable contributions (under Section 351 of the Code)
    8. "UP-C" structures
  3. Tax considerations with earnouts and other deferred payments
  4. Evaluating the potential benefits associated with NOLs or transaction tax deductions
  5. Best practices for drafting tax provisions in the deal documents
  6. Potential implications of tax legislative changes

Benefits

The panel will review these and other relevant issues:

  • The benefits and risks of a stock sale versus an asset sale
  • Critical factors in determining whether to structure a deal as a taxable or tax-free transaction
  • Principal concerns in structuring earnouts and other deferred payments in connection with an M&A deal
  • Best practices for drafting tax provisions in documentation
  • The implications of potential tax legislative changes, including to the corporate tax rate and capital gains rates