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Advanced Tax Considerations for Negotiating, Structuring, and Documenting M&A Transactions

Evaluating Taxable Versus Tax-Free Deals, Stock Sales Versus Asset Sales, Tax-Free Reorganizations, Earnouts, and More

Recording of a 90-minute premium CLE/CPE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.

This program is included with the Strafford CPE+ Pass. Click for more information.

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Conducted on Wednesday, January 10, 2024

Recorded event now available

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This CLE/CPE course will provide an advanced discussion of tax considerations that deal attorneys must take into account when negotiating, structuring, and documenting M&A deals. The panel will discuss current issues in taxable and tax-free transactions, evaluating stock sales versus asset sales, stock purchases with a 338(h)(10) election, tax-free reorganizations, earnouts and other deferred payments, and other related issues.

Description

Tax consequences are a crucial factor impacting the negotiation, structure, and documentation of M&A deals. Deal counsel advising buyers and sellers must understand the tax ramifications of a planned transaction at the outset to negotiate and structure the deal in the most tax-efficient manner possible.

Practitioners must consider a broad spectrum of buy and sell-side issues, including evaluating the benefits and risks of a stock sale versus asset sale and determining whether to structure the deal as a taxable or tax-free transaction or reorganization. Counsel must also weigh the tax implications involved in structuring earnouts and other deferred payments in connection with an M&A transaction.

When drafting the purchase and sale agreement and other deal documents, counsel must be careful to reflect their respective client's intent regarding tax outcomes and include tax indemnification provisions to protect their client's interests.

Listen as our panel of experienced tax attorneys outlines and analyzes the myriad of tax issues to consider from the buyer and seller perspectives when negotiating, structuring, and documenting an M&A deal.

Tax considerations for sellers in M&A transactions
Tax considerations for buyers in M&A transactions
Tax considerations with earnouts and other deferred payments
Best practices for drafting tax provisions in the deal documents

Benefits

The panel will review these and other relevant issues:

The benefits and risks of a stock sale versus an asset sale
Critical factors in determining whether to structure a deal as a taxable or tax-free transaction
Principal concerns in structuring earnouts and other deferred payments in connection with an M&A deal

Faculty

Nancy E. Dollar
Senior Counsel
Hanson Bridgett

Ms. Dollar is a tax attorney focused on tax planning, counseling, and transactional matters. Her practice includes... | Read More

Daren R. Shaver
Partner
Hanson Bridgett

Mr. Shaver is a transactional tax attorney, helping clients achieve their objectives in a practical and tax-efficient... | Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.

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