This on-demand webinar will provide anyone involved in the world of M&A with the knowledge they need to understand the fundamentals of triangular mergers, including both forward triangular mergers and reverse triangular mergers.
In today's dynamically changing landscape, practitioners, business owners and managers need to stay on top of the latest legal and tax developments. This on-demand webinar will not only provide participants with what they need to know about the tax and nontax basics of triangular mergers, but it will also include a discussion of important recent legal and tax developments in this area of the law. This program will also assist you in evaluating whether to structure a transaction as a forward triangular merger or a reverse triangular merger, and whether to use a tax-free or taxable structure. Learning Objectives: •You will be able to review requirements for tax-free FTM or RTM. •You will be able to recognize consequences of failed tax-free FTM or RTM. •You will be able to identify corporate attributes, including corporate tax attributes. •You will be able to describe factors to consider in choosing between an FTM and an RTM.
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Over 37 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
Steps Involved in Effectuating an FTM or an RTM
- Use of Old and Cold Merger Sub vs. Newly-Formed Merger Sub
- State Law Merger Results by Operation of Law
Federal Income Tax Treatment of FTM or RTM
- Requirements for Tax-Free FTM or RTM
- Different Stock Consideration Thresholds for FTMs and RTMs
- Consequences of Failed Tax-Free FTM or RTM
- Factors to Consider in Determining Whether FTM or RTM Should Be Tax-Free or Taxable
Effects of FTM or RTM on:
- Employees
- Contracts (Including a Discussion of the Current State of the Law With Respect to the Triggering of Target Anti-Assignment Clauses in an RTM)
- Corporate Attributes, Including Corporate Tax Attributes
Factors to Consider in Choosing Between an FTM and an RTM
- Tax Considerations
- Nontax Considerations
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Why Lorman?
Over 37 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
This course was last revised on October 30, 2013.
Call 1-866-352-9540 for further credit information.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 37 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
Norman Lencz
Venable LLP
- Partner, Tax and Wealth Planning Group
- Focuses his practice on a broad range of international, federal, state and local tax matters
- Advises clients on tax issues relating to corporations, partnerships, limited liability companies, joint ventures, REITs and RICs; tax-free and taxable mergers, acquisitions and spin-offs; compensation planning; installment sales and like-kind exchanges; and real estate development and investment
- Practice encompasses all aspects of both tax planning and tax controversy matters
- Combines innovative thinking, a deep knowledge base and broad experience to provide creative solutions to the tax issues facing his clients
- Speaks extensively on tax matters to a wide array of audiences, and he also writes a column for the “Real Estate & Passthrough Corner” of the Journal of Passthrough Entities
- Can be contacted at [email protected]
Brian O'Connor, Esq.
Venable LLP
Brian J. O’Connor, Esq.
Co-chair, Tax and Wealth Planning Group
• Provides sophisticated tax and business advice to publicly traded and closely held businesses and their owners
• Focuses on foreign and domestic tax matters for partnerships, limited liability companies, C and S corporations, real estate investment trusts (REITs) and regulated investment companies (RICs)
• Adjunct professor at Georgetown University Law Center on partnership taxation and drafting partnership agreements
• Writer or co-writer of numerous articles relating to business entities and taxation in professional journals and trade publications
• Been selected for Legal 500/Domestic Tax, The Best Lawyers in America (for tax law, and tax controversy and litigation) and is one of only two Maryland attorneys listed in Who’s Who Legal: U.S.A. for Corporate Tax
• Before joining Venable, was an attorney advisor for the office of chief counsel for the Internal Revenue Service where he participated in high profile legislative projects, and drafted regulations and other published guidance relating to pass-through entities
• LL.M. degree in taxation, with distinction and the program's highest possible grade point average, Georgetown University Law Center; J.D. degree, Washington & Lee University
• Can be contacted at [email protected]
Bryan Rakes
Venable LLP
- Partner, Corporate Group
- Assists clients with structuring and closing complex mergers and acquisitions, joint ventures, private equity and venture capital investments, and financing transactions
- Represents private equity investors, senior and subordinated lenders, and emerging growth companies resulting in a well-developed sense of the business goals and expectations of all of the parties in these transactions
- Participant on panels speaking in the areas of mergers and acquisitions, equity investments, commercial loan transactions, drafting commercial agreements and general corporate planning
- Recognized by Legal 500 as a leading middle market M&A attorney, by SmartCEO as a member of its Legal Elite and by Maryland Super Lawyers as a Rising Star
- Can be contacted at [email protected]
Thomas D. "Tuck" Washburne, , Jr.
Venable LLP
- Partner, Corporate Group
- Focuses on technology providers in the defense and intelligence community, banks and financial institutions, and biotechnology and software companies
- Broad legal and management experience, he assists his clients in developing integrated business and legal strategies as well as advises on mergers and acquisitions, public and private equity and debt offerings, and counsels public companies on such issues as disclosure, executive compensation plans, takeover defenses and shareholder relations
- Regularly been recognized as one of the region’s top business lawyers in Best Lawyers in America and in Chambers USA, holds the highest designation in Martindale-Hubbell Law Directory and named a Client Service All Star 2010 by the BTI Consulting Group
- Before his return to Venable, he served three years as the head of the International Business Group for York International Corporation, a billion-dollar division with operations in over 100 countries
- During the previous two years, he served as York International Corporation’s general counsel
- Has international experience, was honed negotiating acquisitions and joint ventures throughout Asia, the Middle East and Europe
- Can be contacted at [email protected]
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