Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting, and Structuring Techniques for Tax Counsel
Recording of a 90-minute premium CLE/CPE video webinar with Q&A
This CLE/CPE course will provide practical guidance on best practices for tax counsel advising clients buying or selling a business and the tax ramifications of structuring the transaction as an asset sale vs. a stock sale. Each structure has distinct advantages and disadvantages, and tax counsel must advise clients on which approach makes the most sense for the client's particular circumstances. Drafting the appropriate purchase and sale documents to reflect the client's intent is critical. The panel will go beyond the basics to offer valuable tools for structuring a business sale transaction with optimal tax results.
Outline
- Seller's considerations in negotiating the transaction
- Buyer's considerations in negotiating the transaction
- Impact of the target company's characteristics
- Impact of elections under IRC 338, 336(e), and Treas. Reg. 1.1502-36(d)
- International tax and state/local tax considerations
- Contractual protections
Benefits
The panel will review these and other critical issues:
- What impact does entity type have on the buyer's and seller's perspective in a sale?
- What are the circumstances in which an asset sale would benefit a seller?
- Under what circumstances would a stock sale benefit a purchaser?
- How to structure an IRC 338(h)(10) compliant document
- How to properly negotiate and draft tax indemnification provisions in a sale agreement
- Best practices for negotiating and drafting purchase price allocation in the sale agreement
Faculty
Joseph C. Mandarino
Partner
Smith Gambrell & Russell
Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of... | Read More
Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of businesses and transactions, including experience with compliance, planning and M&A activities for partnerships, individuals and corporations. Mr. Mandarino’s practice also includes representation in tax controversy work. He writes and speaks extensively on a wide range of business, tax and finance topics.
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Myra A. Sutanto Shen
Partner
Wilson Sonsini Goodrich & Rosati
Ms. Sutanto Shen focuses her practice on tax. She represents public and private companies in connection with federal... | Read More
Ms. Sutanto Shen focuses her practice on tax. She represents public and private companies in connection with federal income tax planning for a variety of corporate transactions in domestic and cross-border settings, including corporate formations, financings and restructurings, equity offerings, and mergers and acquisitions.
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