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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.

100 minutes
Course Exam
Certificate of Completion
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Over 35 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

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

  • Tax Impact on the Structuring of TCJA
  • Use of LLCs
  • S Corporation Strategies
  • Personal Goodwill

Tax-Free Reorganizations Post-2017 TCJA

  • Mergers and Acquisitions
  • Type D Reorganizations
  • Contingent Consideration and Earn-Outs
  • §351 Strategies

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

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

Over 35 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 Course

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Maine, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on August 10, 2022.

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

  • AK CLE 1.5
     
  • Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
  • AL CLE 1.7
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.7 hours credit.
     
  • AR CLE 1.5
     
  • This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.5
     
  • The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.5
     
  • Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • CT CLE 1.5
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
     
  • GA CLE 1.5
     
  • This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
     
  • HI CLE 1.5
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
     
  • IN CLE 1.7
     
  • This program has been approved by the Indiana Commission on Continuing Legal Education. Participating attorneys are eligible to receive up to 1.7 hours of Distance Education credit.
     
  • MO CLE 2.0
     
  • This course qualifies for self-study CLE credit in Missouri.
     
  • NC CLE 1.5
     
  • This program has been approved by the North Carolina State Bar Board of Continuing Legal Education for 1.5 CLE hours.
     
  • ND CLE 1.75
     
  • North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.75 hours of CLE credit.
     
  • NH MCLE 1.7
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 99 Minutes.
     
  • NJ CLE 2.0
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 2.0 hours of total CLE credit.
     
  • NM CLE 1.6
     
  • This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.6 hours of credit.
     
  • NV CLE 1.5
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
     
  • OH CLE 1.75
     
  • This course has been approved by the Ohio Supreme Court Commission on Continuing Legal Education for 1.75 CLE credit hours. Please note: No more than twelve (12) hours of self-study CLE credit for any biennial reporting period may be earned by an Attorney or Judge under Regulation 409.2. To fulfill CLE requirements for self-study, web-based programs, you must complete 100% of the polling questions during the program. Your hours will be filed electronically within thirty (30) business days by Lorman Education Services provided you fulfilled 100% attendance and polling questions answered.
     
  • PA CLE 1.5
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 2.0
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 2.0 hours of CLE credit.
     
  • TN CLE 1.67
     
  • This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.67 hours of credit.
     
  • VA CLE 1.5
     
  • This program has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.5 CLE credit hours.
     
  • VT CLE 1.5
     
  • This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
     
  • WI CLE 2.0
     
  • This program qualifies for 2.0 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
     
  • WV MCLE 2.0
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 2.0 MCLE hours.
     

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

Virginia MCLE requirements do not allow approval for programs that do not include an audio or audiovisual component.

This program was previously offered as a live webinar. Virginia MCLE requirements do not allow approval for attendance at duplicate programs.

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

MP3 Download

  • AK CLE 1.5
     
  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • HI CLE 1.5
     
  • MO CLE 2.0
     
  • NJ CLE 2.0
     
  • NM CLE 1.6
     
  • VT CLE 1.5
     
  • 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 35 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

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
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 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
  • Can be contacted at [email protected]
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Why Lorman?

Over 35 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.

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Product ID: 410080
Published 2022
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