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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) has 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. Listen as our experienced M&A panel analyzes 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.

Runtime: 117 minutes
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Agenda

Taxable Acquisition Strategies After the 2017 U.S. Tax Cuts and Jobs Act

  • 338(h)(10)
  • 336(e)
  • Uses of LLCs
  • S Corporation Strategies
  • Personal Goodwill

Tax Free Reorganizations Post-2017 TCJA

  • Double Mergers
  • Type D Spinoffs
  • Continuity and Earn Outs
  • Use of § 351 and § 368 to Avoid Tax

Selected TCJA Provisions' Effects on Structuring M&A Transactions: A Closer Look

  • Tax Rates; Bonus and Accelerated Depreciation
  • Self-Created Intangibles
  • NOLs - New Limitations and Effects on Pricing Deals
  • New Limitations on Interest Deductions

International Tax Considerations in Structuring Cross-Border Mandas Post TCJA

  • Overview: International Tax Provisions Adopted by 2017 TCJA
  • New IRC § 965 - Effects of the Mandatory Transition Tax on Cross-Border M&A Deal Structures and Pricing
  • Expansion of Subpart F Rules Applicable to Controlled Foreign Corporations (CFCs)
  • New IRC § 951A - Global Intangible Low Taxed Income Tax (GILTI): M&A Planning Considerations
  • Foreign Derived Intangible Income - FDII
  • Acquiring or Selling/Disposing of a U.S.-Owned Foreign Subsidiary - Planning Considerations
  • Use of Hybrid Arrangements (Entities and Instruments) in M&A
  • New § 59A - Base Erosion Anti-Abuse Tax (BEAT)
  • Dispositions by Foreign Partners of Interests in Partnerships Engaged in a U.S. Trade or Business
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Over 32 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

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This course was last revised on May 31, 2019.

Call 1-866-352-9540 for further credit information.

  • IL CLE 1.5
     
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  • This program qualifies for 2.0 hours of Continuing Education Credit for enrolled agents under Treasury Department Circular #230 Section 10.6(g).
     

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Audio & Reference Manual

  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MT CLE 1.75
     
  • NJ CLE 2.0
     
  • NV CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.75
     
  • WV MCLE 2.0
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

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

MP3 Download

  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MT CLE 1.75
     
  • NJ CLE 2.0
     
  • NV CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.75
     
  • WV MCLE 2.0
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

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

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Why Lorman?

Over 32 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

Pamela A. Fuller

Pamela A. Fuller

Royse Law Firm

  • Of counsel with Royse Law Firm
  • Advises a wide range of clients including private and public companies; joint ventures; start-ups; private equity and hedge funds; venture capital funds; real estate funds and trusts; family offices; C-Suite executives; and government entities on transactional, investment, growth, and supply-chain strategies to achieve optimal tax and business results
  • As a seasoned practitioner and tax technician, she is accustomed to handling nuanced matters involving highly technical questions of law, policy, and procedure at the federal, state, and international levels
  • An effective taxpayer advocate with nearly two decades of experience resolving U.S. federal, state, and foreign tax controversies
  • Significant experience with complex transfer pricing issues, skills she first acquired when serving as Attorney Advisor to the Chief Judge of the United States Tax Court in Washington D.C. for three consecutive two-year terms at the very start of her legal career
  • Speaks on international tax developments and strategies at various tax law conferences, including those sponsored by the American Bar and the New York State Bar Associations
  • Writes and publishes in the international tax and securities law areas, and serves as a substantive law review editor of the renowned U.S. International Tax Portfolio series, a leading, authoritative resource for tax professionals, which has been published by BNA (and now Bloomberg) for almost 60 years
  • Post LL.M. studies degree in international and comparative law, New York University School of Law; LL.M. degree in taxation, New York University School of Law; J.D. degree, Seattle University School of Law; B.A. degree, University of Washington
Roger Royse

Roger Royse

Royse Law Firm

  • Founder and owner of the Royse Law Firm, a 27-lawyer firm with offices in San Francisco, Silicon Valley and the Silicon Beach
  • Specializes in helping build great companies and 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, is AV Peer-Rated by Martindale Hubbell, and has a superb rating from Avvo, interviewed and quoted in Enterpreneur.com, 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 https://www.facebook.com/DeadOnArrivalBook
  • LL.M. degree in taxation, New York University School of Law; J.D. and B.S. degrees, University of North Dakota
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Product ID: 405475
Published 2019
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