M&A Tax Structuring Issues in the Current Deal Environment
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will examine current market trends and related tax developments arising in the COVID-19 deal environment, including: (i) common transaction types; (ii) typical consideration packages (including earn-outs / price protection); and (iii) an overview of related general tax considerations and CARES Act considerations. The panel will also briefly discuss the potential for future tax reform, depending upon the outcome of the upcoming Presidential election.
Outline
- General Overview of the Current Deal Environment
- Year-to-Date Market Recap
- Transaction Types
- Consideration Packages (cash, stock, combination, earn-outs, price protection)
- General Tax Considerations and Prospects for Potential Tax Reform (taxable, tax-free, timing, character, CARES Act, tax rates, choice of entity, etc.)
- CARES Act Considerations
- NOLs
- PPP Loans
- Payroll Tax Deferral
- Easing of Section 163(j) Interest Deduction Limitation
- Employee Retention Credit
- AMT Credit Recovery
- Allocating Responsibility and Benefits Through Contractual Provisions
- Bridging the Value Gap - Earnouts and Price Protection
- Basic Tax Issues With Deferred Consideration
- Traps for the Unwary
- CVRs / More Exotic Forms of Deferred Consideration / Price Protection
- Issues in Non-Taxable / Reorganization Transactions
- Other Prevalent Transaction Types / Related Tax Issues
- Debt-Modifications
- Recapitalizations
- Special Cash Dividends
- Stock Buybacks / Distributions of Stock Rights
Benefits
The panel will review these and other key issues:
- Market trends and related tax considerations which have surfaced in the wake of the COVID-19 pandemic
- Common deal terms and contractual provisions in today's deal environment, and tax ramifications to consider
- Recent transactions of interest.
Faculty
Alan Schwartz
Partner
Holland & Knight
Mr. Schwartz is a business attorney in Holland & Knight's New York office and a member of the firm's... | Read More
Mr. Schwartz is a business attorney in Holland & Knight's New York office and a member of the firm's Corporate, M&A and Securities Group. He counsels clients on tax matters relating to mergers, acquisitions, joint ventures and other business formations, combinations and divestitures. Mr. Schwartz represents investment funds in connection with fund formation tax matters and investors in connection with tax considerations and due diligence matters. He also provides tax advice in connection with capital markets transactions, U.S. and cross-border debt and equity securities issuances, and structured financial products.
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David (Dave) Strong
Partner
Wilson Sonsini Goodrich & Rosati
Mr. Strong’s practice is focused on mergers and acquisitions, joint ventures, private equity and venture capital... | Read More
Mr. Strong’s practice is focused on mergers and acquisitions, joint ventures, private equity and venture capital investments, restructurings, and distressed situations. He also has substantial experience with regards to the tax aspects of a wide variety of capital markets transactions for domestic and foreign issuers, including initial public offerings and convertible note offerings. Mr. Strong has worked on transactions across a broad range of industries, including consumer, healthcare, manufacturing and industrial services, media and entertainment, mining and natural resources, real estate, technology, life sciences, and internet and telecommunications.
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Gordon Warnke
Principal in Charge
KPMG US
Mr. Warnke is the Principal in Charge of KPMG’s Complex Transactions Group and Co-Principal in Charge of WNT... | Read More
Mr. Warnke is the Principal in Charge of KPMG’s Complex Transactions Group and Co-Principal in Charge of WNT M&A Tax group. His primary areas of concentration are U.S. federal income tax considerations relating to domestic and cross-border mergers, acquisitions, spin-offs, divestitures, joint ventures, restructurings, bankruptcy and non-bankruptcy workouts, consolidated returns, and foreign tax credit, basis, earnings and profits and other tax attribute matters. He also has significant experience in the taxation of private equity funds and other collective investment vehicles as well as the taxation of complex financial arrangements and products.
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