Description

Tax-focused discussion on changes in the transaction structure of merger and acquisition (M&A) deals can significantly impact after-tax cash flows. Gain a significant competitive advantage by understanding how taxes affect M&A and divestiture transaction structures. Further, examine the mechanics of M&A deals; the structures of taxable assets and stock acquisitions; triangular and reverse triangular mergers; practical issues in structuring and pricing; types of tax-free reorganizations; tax planning for divestitures; and key elements of purchase and sale documents. Plus, dive into a complex case study and a couple of different approaches to the net tax cash flow for an S corporate deal. Updated for new tax Reform and impact on M&A deals.

Target Audience

CPAs, controllers and financial professionals.

Course Objectives

• Determine the types of taxable acquisitions of C and S corps
• Recognize the types of tax-free acquisitions of C corps and the requirements for tax-free treatment
• Identify differences between the taxable sale of S and C corps
• Recognize various types of taxable and tax-free divestiture methods, including equity carve-outs, spin-offs and tracking stocks
• Determine the effect of the acquisition structure on the target firm's tax attributes
• Identify key sections of purchase and sale documents
• Outline necessary steps to complete a complex sample S corporate deal, including schedules
• Identify approaches to calculating net tax cash flow
• Discuss briefly Partnership mergers and acquisition issues

Subjects

• Mechanics and timelines of M&A deals
• Structures of taxable asset acquisitions and stock acquisitions
• Triangular and reverse triangular mergers
• Structuring and pricing an acquisition
• Tax-free reorganizations
• Tax planning for divestitures
• Key sections of purchase and sale documents
• Case studies with schedules
• Tax return forms and elections to be aware of

Prerequisites

General understanding of ordinary income and capital gain taxation as well as general knowledge of C and S cooperate structures in addition to partnerships.