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Purchase Price Allocations in M&A: Key Tax Considerations, Reporting Requirements, Pitfalls to Avoid

A live 90-minute premium CLE/CPE video webinar with interactive 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.
This program is included with the Strafford All-Access Pass. Click for more information.

Thursday, May 8, 2025

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, April 11, 2025

or call 1-800-926-7926

This CLE/CPE webinar will provide guidance – applicable to counsel, accountants and the businesspeople driving the deal – on key tax considerations for the allocation of purchase price in the context of an M&A transaction. An allocation is warranted (arguably necessary) in a wide array of purchases and dispositions, whether of assets or companies, and has important economic implications to all parties to the transaction.

Description

Buyers and sellers have many different priorities as they work to complete an M&A transaction – the allocation of purchase price as applied for tax reporting purposes should be one of them. In all but certain purchases of C corporations or S corporations, some allocation of the overall purchase price is relevant to the tax consequences to the parties. By “allocation” we typically mean identifying how much of the overall purchase price is attributable to the individual categories of assets (such as inventory, property, plant & equipment, and intangibles) that comprise an acquired business.

The allocation directly impacts the taxes due by seller in the transaction, and the tax benefits that the purchaser may derive from its acquisition. It can also have knock-on effects on transfer taxes, and accounting implications. Parties typically strive to agree (in the purchase contract) to a single allocation, and there is the potential for them to have adverse interests. The allocation may also prove to be more important to one party than the other, based on their tax profiles or for other reasons.

Listen as our experienced panel provides an in-depth exploration into the purchase price allocations in a sale of a business, the federal income tax implications for buyers and sellers, the reporting responsibilities, and how to anticipate and navigate issues with potential counterparties.

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Outline

  1. What is a purchase price allocation and when is it relevant
  2. What are the kinds of assets to which an allocation is made
  3. What is at stake for sellers
  4. What is at stake for buyers
  5. How to navigate the allocation issue with your counterparty
  6. Contractual protections and tax reporting

Benefits

The panel will review these and other critical issues:

  • What is a purchase price allocation and when is it relevant?
  • What impact do purchase price allocations have on the buyers and sellers in a sale?
  • How to anticipate and work through issues with your counterparty, and ways to address allocation in a sale agreement
  • Best practices for tax reporting

Faculty

Chiarella, Nichol
Nichol Chiarella

Partner, Practice Leader Mergers & Acquisitions Tax
Citrin Cooperman Advisors

Ms. Chiarella is a partner and Citrin Cooperman's Mergers and Acquisitions Tax Practice Leader, with over two...  |  Read More

Hochenberg, Malcolm
Malcolm S. Hochenberg

Partner
Proskauer Rose

Mr. Hochenberg is a partner in the Tax Department. His practice involves helping clients achieve all tax and other...  |  Read More

Attend on May 8

Early Discount (through 04/11/25)

See NASBA details.

Cannot Attend May 8?

Early Discount (through 04/11/25)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. CPE credit is not available on recordings. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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CLE On-Demand Video