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- videocam Live Webinar with Live Q&A
- calendar_month September 9, 2026 @ 1:00 PM ET/10:00 AM PT
- signal_cellular_alt Intermediate
- card_travel Commercial Law
- schedule 90 minutes
Tax Considerations in Negotiating, Structuring, and Documenting M&As
Stock Sales Versus Asset Sales, Taxable Deals Versus Tax-Free Reorganizations, Earnouts, and More
Welcome to BARBRI, the trusted global leader in legal education. Continue to access the same expert-led Strafford CLE and CPE webinars you know and value. Plus, explore professional skills courses and more.
About the Course
Introduction
This CLE course will provide an advanced discussion of tax considerations that 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 the One Big Beautiful Bill Act (OBBBA), including changes to bonus depreciation, EBITDA-based interest deduction rules, and expanded QSBS tax exemptions, highlighting how these changes affect valuation benchmarks, financing and deal strategies.
Description
Tax consequences are a crucial factor impacting the negotiation, structure, and documentation of M&A deals. 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.
Counsel 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 carefully document their client's intended tax outcomes and include tax indemnification provisions to protect their client's 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. Our faculty will also showcase how buyers and sellers can leverage the changes from the OBBBA to find new opportunities, influence valuations, and structure future deals.
Presented By
Ms. Mathieu advises public and private companies on a broad range of transactional tax matters, with a particular emphasis on mergers, acquisitions and divestiture transactions, including spin-offs, debt and equity offerings, corporate and partnership restructurings, and joint ventures. While Ms. Mathieu maintains a broad M&A tax practice that covers various industries, she has a particular focus on renewable energy deals and their related tax benefits. In addition, Ms. Mathieu has experience counseling on the tax aspects of bankruptcy restructurings, initial public offerings, tax-equity financings, and internal integration and restructuring transactions. Ms. Mathieu is a frequent author and lecturer, as well as a former adjunct professor at George Washington University Law School, where she taught corporate income tax. In recognition of her work, she has been named one of Best Lawyers’ Ones To Watch in America.
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 advises on the tax aspects of a wide range 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 has worked with both public and private business enterprises across a broad range of industries, including consumer, healthcare, manufacturing and industrial services, media and entertainment, mining and natural resources, real estate, technology, life sciences, and internet and telecommunications. He is a former adjunct professor and current advisory member to the faculty at The University of Denver Law School’s Graduate Tax Program. Mr. Strong is also a former chair of the Corporate Tax Committee of the Tax Section of the American Bar Association, 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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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Wednesday, September 9, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Overview of tax considerations for buyers and sellers in M&A transactions
II. Common transactional patterns
A. Taxable sale of corporate stock
B. Taxable sale of corporate assets
C. Taxable corporate stock sales treated as asset sales (Section 338 of the Code)
D. Taxable acquisitions of S corporations or of C corporations with NOLs
E. Taxable sales involving partnerships/LLCs
F. Non-taxable reorganizations (under Section 368 of the Code)
G. Non-taxable contributions (under Section 351 of the Code)
H. "UP-C" structures
III. Tax considerations with earnouts and other deferred payments
IV. Evaluating the potential benefits associated with NOLs or transaction tax deductions
V. Best practices for drafting tax provisions in the deal documents
VI. Potential implications of the OBBBA including:
A. New bonus depreciation opportunities
B. EBITDA-based interest deduction rules
C. Expanded QSBS tax exemptions and more!
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 M&A implications of the OBBBA and how buyers/sellers can align strategies to gain a competitive advantage
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Unlimited access to premium CLE, CPE, Professional Skills and Practice-Ready courses.:
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