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Tax Due Diligence in Acquisitions

Learn how to prevent tax risks and how to address issues when they occur in a business acquisition.

Buyers and sellers of businesses typically are focused on getting the deal done and the relative economic benefits to each. They often fail to consider potential undisclosed tax liabilities resulting from pre-closing operations, and rarely want to hold up negotiations thinking about the "what ifs." However, when the "what ifs" turn into "what now," it is important that potential tax risks be considered, and that the responsibility for the tax liabilities has been allocated to the appropriate parties. This topic will help persons responsible for negotiating sales and acquisitions and their tax professionals determine how to go about diligence of tax matters to uncover tax risks and expected tax treatment of the target company's operations post acquisition. This content will also help you to draft tax representations and indemnities to ensure that the parties have considered and properly allocated responsibility for tax liabilities.

Runtime: 101 minutes
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Why Lorman?

Over 31 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Overview of Tax Due Diligence

  • Who Is Responsible for the Diligence Process? The Role of the Client and Tax Professionals
  • The Diligence Checklist: What Should We Look At?
  • What Exactly Are We Looking For?

Tax Representations and Warranties

  • Fact Finding and Buyer Protections
  • What Should Be Covered by the Representations and Warranties?
  • Typical Provisions in Purchase Agreements

Tax Covenants

  • Typical Agreements as to Tax Matters
  • Special Issues, Including Section 338 and Section 338(h)(10) Elections

Tax Indemnity Agreements and Provisions

  • It's All a Matter of Risk Allocation
  • Don't Let Protections Fall Through the Cracks: Coordination With the Tax Representations and Warranties
  • Baskets, Caps and Special Issues Related to Funding the Indemnification Obligation
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More Program Information

Why Lorman?

Over 31 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Webinar

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

Audio & Reference Manual

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

Purchase Options

More Program Information

Why Lorman?

Over 31 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Steven D. Bortnick

Steven D. Bortnick

Pepper Hamilton LLP

  • Partner in the Tax Practice Group of the law firm Pepper Hamilton LLP, resident in the Princeton and New York offices
  • Member of the firm’s Private Equity, and Sustainability and Climate Change Teams
  • Focuses his practice on domestic and international tax and private equity matters
  • Experienced in the structuring of domestic and international private equity transactions from tax and venture capital operating company standpoints
  • More than 20 years involved in the negotiation and drafting of tax representations, warranties, covenants and indemnity provisions
  • Advises U.S. citizens and corporations in overseas investment, and he has been involved in the formation of private equity and hedge funds
  • On the advisory board of Practical U.S./International Tax Strategies
  • LL.M. degree in taxation, New York University
  • Can be contacted at 609-951-4117 or [email protected]
Lance S. Jacobs

Lance S. Jacobs

Pepper Hamilton LLP

  • Of counsel in the Tax Practice Group of the law firm Pepper Hamilton LLP, resident in the Washington D.C. office
  • Extensive experience working with financial institutions, including matters involving state and local income tax planning and credits and incentives
  • Advises numerous telecommunications, manufacturing, retail and pharmaceutical companies on issues involving state and local income and franchise taxes, sales tax and property tax
  • Currently serving as the State and Local Tax Committee chair of the Tax Section of the D.C. Bar Association
  • J.D. degree, George Washington University; B.A. degree in psychology, University of Pennsylvania
  • Can be contacted at 202-220-1202 or [email protected]
Morgan Klinzing

Morgan Klinzing

Pepper Hamilton LLP

  • Associate in the Tax Practice Group of the law firm Pepper Hamilton LLP, resident in the Philadelphia office
  • Practice includes the tax aspects of domestic and cross border corporate transactions
  • LL.M. degree in taxation, New York University

Can be contacted at 215-981-3456 or [email protected]

Todd B. Reinstein

Todd B. Reinstein

Pepper Hamilton LLP

  • Partner in the Tax Practice Group of the law firm Pepper Hamilton LLP, resident in the Washington D.C. office
  • Focuses practice on general tax matters, including Section 382 studies, earnings and profits calculations and corporate tax controversy issues
  • Chair of AICPA corporate tax technical resource committee
  • LL.M. degree in taxation, Georgetown University Law Center
  • Can be contacted at 202-220-1520 or [email protected]
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Product ID: 397843
Published 2016
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