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.
Learning Objectives
- You will be able to identify The Tax Cuts & Jobs Act (TCJA) considerations for M&A
- You will be able to differentiate between SAFE and SAFT
- You will be able to identify International Tax Considerations affecting Crossborder M&A Structuring
- You will be able to recognize Global Intangible Low Taxed Income” (GILTI) characteristics
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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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OnDemand Course
This course was last reviewed on May 29, 2024.
Call 1-866-352-9540 for further credit information.
- AIPB 2.0
- This program is acceptable for 2.0 CPEC(s) towards the CB designation through the American Institute of Professional Bookkeepers (AIPB).
- 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 Education Services 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.
- MO CLE 2.0
- This course qualifies for self-study CLE credit in Missouri.
- 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.
- 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.
- 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.
- 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".
CPE/NASBA - QAS Self Study 2.8 including Taxes 2.8
- Noggin Guru, Inc. dba Lorman Education Services and BankersHub is registered with the National Association of State Boards of Accountancy (NASBA) as a QAS Self Study sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: www.nasbaregistry.org. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 2.8 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Taxes for 2.8 hours. Prerequisite: . Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: QAS Self Study. Please refer to the information in this advertisement for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board.
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Faculty
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
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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