F Reorganizations in M&A Deals: Strategies, Requirements, Implementation, Advantages, Potential Pitfalls
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE webinar will discuss the strategic use of F reorganizations in M&A transactions. The panel will explore the tax and legal compliance benefits involved with F reorganizations, summarize the steps necessary to implement a pre-transaction reorganization, and provide advice for avoiding common pitfalls with these types of transactions.
Outline
- Background: what is an F reorganization
- Structuring M&A transactions with a pre-closing F reorganization
- Steps to implement an F reorganization
- F reorganization requirements
- Seller and buyer benefits of an F reorganization
- Potential pitfalls and compliance issues: federal, state, and local tax laws
- Practitioner pointers and key takeaways
Benefits
The panel will cover these and other critical issues:
- How can an F reorganization be used as a practical tool in an M&A deal?
- What are the steps required to implement an F reorganization?
- What are the benefits to buyers and sellers with an F reorganization?
- What are the drawbacks or potential pitfalls with an F reorganization?
Faculty
Randy J. Clark
Partner
K&L Gates
Mr. Clark focuses his practice on U.S. federal and international tax matters relating to taxable and tax-deferred... | Read More
Mr. Clark focuses his practice on U.S. federal and international tax matters relating to taxable and tax-deferred acquisition, disposition, and restructuring transactions, as well as on income tax planning for closely-held businesses and high net worth individuals. Beyond his primary practice of transaction tax, Mr. Clark has advised clients throughout the life cycle of their businesses, from organization through exit, liquidation, or recapitalization. He has substantial experience as to choice of entity issues and the resulting impact on owner and investor tax treatment, and otherwise with the tax issues related to the formation of corporations, LLCs, general and limited partnerships and other joint venture arrangements. Mr. Clark has substantial experience in the drafting and analysis of tax provisions in syndicated lending arrangements and also regularly advises on the tax considerations of raising capital through other registered and unregistered capital markets transactions. In the mezzanine finance space, he has advised borrowers, lenders, and co-investors on tax considerations both as a result of the financing and the impacts and exposures resulting from the underlying M&A transaction.
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Susan Markey
Partner
Maslon
Ms. Markey represents clients in general corporate, taxation, and nonprofit matters. She draws from a diverse... | Read More
Ms. Markey represents clients in general corporate, taxation, and nonprofit matters. She draws from a diverse background in government, accounting, and law to serve as a holistic business advisor, and strongly believes that tax and corporate advice should be both easy to understand and practical. Ms. Markey regularly counsels clients on mergers and acquisitions, business formation, joint ventures, and general corporate matters. She also frequently assists clients with tax controversies, audits, appeals, planning, and structuring, as well as researching tax law and drafting legal appeals and memoranda. Ms. Markey regularly writes and presents on corporate topics and most recently presented seminars on ownership disputes in closely held businesses, advanced tax strategies for M&A deals, and strategic risk assessment for complex commercial transactions.
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David (Dave) Strong
Partner
Wilmer Cutler Pickering Hale and Dorr
Mr. Strong is a tax partner with extensive experience advising clients on domestic and cross-border mergers and... | Read More
Mr. Strong is a tax partner with extensive experience advising clients on domestic and cross-border mergers and acquisitions, spin-offs and restructurings, partnerships and joint ventures, and private equity and venture capital investments. He also has substantial experience advising clients on the tax aspects of a wide variety of capital markets transactions, including syndicated credit facilities, mezzanine and bridge loans, early-stage venture financings, and initial public equity offerings and convertible debt offerings(including tax-integrated hedges). Mr. Strong is a former adjunct professor and current advisory member to the faculty at The University of Denver Law School’s Graduate Tax Program. He is also a former chair of the Corporate Tax Committee of the Tax Section of the ABA, a fellow of the American College of Tax Counsel, and a frequent speaker on corporate and other tax matters at local, regional, and national seminars and continuing legal education programs.
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