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Advanced Tax Considerations in Negotiating, Structuring, and Documenting M&A Transactions


Consider key tax issues, new tax opportunities, and avoidable tax traps when negotiating, structuring, and documenting M&A transactions in light of changes made by both the 2017 Tax Act and recently promulgated Treasury regulations.

Tax consequences are a crucial factor impacting the negotiation, structuring, and documentation of M&A deals. At the outset of a deal, counsel and other M&A advisers must understand the tax ramifications of a planned transaction, including how the 2017 Tax Cuts & Jobs Act (TCJA) and the U.S. Treasury's implementing regulations have changed the tax landscape, in order to achieve optimal tax results for their clients. A broad array of buy-side and sell-side issues should be identified and evaluated by M&A tax counsel, including the benefits and risks of a stock deal vs. an asset deal, the advantages and disadvantages of structuring a transaction as taxable as opposed to tax-free, the tax implications of so-called earn-outs and other deferred payment arrangements, and how tax indemnification provisions should be drafted to avoid or resolve these issues.
In 2017, the tax stakes of both domestic and international mergers, acquisitions, joint ventures, and other strategic alliances were fundamentally altered by important changes in the U.S. tax law, not least among them, the 14-percentage point drop in the top U.S. corporate tax rate. However, many other important amendments to the Internal Revenue Code impact the way M&A deals should be structured. The changes to the U.S. international tax provisions were among the most sweeping, so that today, practitioners advising clients on cross-border deals should possess a firm understanding of the most recently issued Treasury regulations and other guidance, all of which is likely to affect how a client's international transaction should be structured for optimal tax results.
In this course, our experienced M&A panel will analyze key tax issues from both the buyer's and the seller's perspectives. The panel will highlight new structures to think about, tax opportunities to consider, as well as traps to avoid when negotiating, structuring, and documenting an M&A transaction. The panel will consider both purely domestic deals as well as ones with complex international tax implications. Illustrative examples will be provided.



Roger Royse

Roger Royse

Haynes and Boone, LLP

  • Tax and corporate partner with Haynes Boone
  • Specializes in helping build great companies; his background includes work with prominent San Francisco Bay and New York City law firms
  • Practices in the areas of corporate and securities law, domestic and international tax, mergers and acquisitions, and fund formation
  • Teaches Blockchain at Stanford continuing studies and is an adjunct professor at the Golden Gate University Law School tax program (corporate, international, property transactions) and is a frequent speaker, writer, radio guest, blogger, and panelist for bar associations, CPA organizations, and business groups
  • A Northern California Super Lawyer, achieved the highest rating in the Martindale-Hubbell Law Directory, and has a superb rating from Avvo; interviewed and quoted in, the Chicago Tribune, Associated Press, Tax Notes, Nikkei Asian Review, Wall Street Journal, the San Francisco Chronicle, Reuters, The Recorder, 7X7, and Fast Company
  • Author of the recently published Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup; Facebook page is at
  • LL.M. degree in taxation, New York University School of Law; J.D. and B.S. degrees, University of North Dakota
  • Can be contacted at [email protected]
Pamela A. Fuller

Pamela A. Fuller

Zahn Law Group

  • Senior Counsel with Zahn Law Group and Tax Counsel with Tully Rinckey PLLC
  • Corporate and international tax attorney with over 20 years of experience in advising a wide range of clients, including private and public companies, joint ventures, private equity funds, HNW individuals, C-Suite executives, start-ups, and government entities on transactional, investment, and supply chain strategies to achieve optimal tax and business results
  • Seasoned taxpayer advocate with decades of experience resolving complex U.S. federal, state, and foreign tax controversies
  • Chair of the International Tax Committee of the American Bar Association’s (ABA) Section of International Law, and the immediate past Chair of the ABA’s Tax Policy Committee; founding member of the ABA’s Crypto Task Force, which drafts formal comments to the U.S. Treasury on how best to characterize transactions involving digital assets, including cryptocurrencies
  • Began her legal career at the U.S. Tax Court, serving three consecutive 2-year terms as an Attorney-Advisor to that court’s Chief Judge, where she handled transfer pricing and complex tax shelter cases, amongst other types of cases and issues
  • As a Fellow of both the American Bar Foundation and the American College of Tax Counsel, she regularly speaks at law conferences and publishes articles on international tax topics in peer-reviewed law journals
  • Serves on several steering committees and boards, including TaxLaw 360’s International Tax Advisory Board, Strafford’s Tax Law/CPE Advisory Board, and the International Fiscal Assoc. - IFA-USA’s Council; founding member of the New York City Bar’s Taskforce on the Independence of Lawyers & Judges
  • Post-LL.M. studies in international business and comparative law (securities law), New York University School of Law; LL.M. degree in tax law, New York University School of Law; J.D. degree, Seattle University; B.A. degree, University of Washington

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