Tax Treatment of Earnouts in M&A Transactions: Navigating Key Tax and Accounting Implications for Buyers and Sellers
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE/CPE webinar will guide attorneys and tax professionals on key tax considerations when structuring earnouts in M&A transactions for buyers and sellers. The panel will discuss key provisions when structuring earnouts, the tax and accounting issues for all parties involved, and best practices in ensuring tax compliance while also achieving the intended benefits for buyers and sellers.
Outline
- Earnouts in M&A transactions
- Tax considerations with earnouts and other deferred payments
- Ordinary income vs. capital gains
- Determining proper tax treatment
- Timing of the tax to seller
- Imputed interest
- Best practices for drafting tax provisions in the deal documents
Benefits
The panel will discuss these and other key issues:
- Advantages and disadvantages of earnouts in M&A transactions
- Critical factors in determining the proper tax treatment of earnouts and other deferred payments
- Key tax considerations in structuring earnouts and other deferred payments in connection with an M&A deal
Faculty
Joseph E. Hunt, IV, J.D., LL.M.
Member
Morse Barnes-Brown & Pendleton
Mr. Hunt has eight years of advisory and legal experience, counseling startup, emerging, and middle-market companies... | Read More
Mr. Hunt has eight years of advisory and legal experience, counseling startup, emerging, and middle-market companies throughout all stages of the entity life cycle, including formation, tax structuring, issuing equity, venture capital financing, and mergers and acquisitions. His clients span a variety of different industries at all stages of corporate development, with a particular focus in serving technology and life sciences startup companies. Mr. Hunt is a member of the adjunct faculty at Boston University School of Law where he teaches in the Graduate Tax Program.
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Elizabeth Fialkowski Stieff
Partner
Venable
Ms. Stieff focuses her practice on tax advisory and planning matters for domestic entities and individuals. She... | Read More
Ms. Stieff focuses her practice on tax advisory and planning matters for domestic entities and individuals. She regularly provides transactional tax advice on a range of matters, including mergers, acquisitions, dispositions, joint ventures, private equity transactions, and fund formation. Ms. Stieff also works with clients on business formation and operational issues, including choice of entity, capital raises, equity incentive planning, and the like. In addition, she has experience working with clients to structure investments and transactions involving real estate investment trusts and qualified opportunity zone funds.
CloseEarly Discount (through 06/20/25)