Tax Treatment of Earnouts in M&A Transactions: Navigating Key Tax and Accounting Implications for Buyers and Sellers
Recording of a 90-minute premium CLE/CPE video webinar with 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:
- The 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
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.
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Joel Wukelic
Director
Stout Risius Ross
Mr. Wukelic advises private equity firms as well as public and private companies throughout the M&A transaction... | Read More
Mr. Wukelic advises private equity firms as well as public and private companies throughout the M&A transaction lifecycle. He is a transactional attorney and CPA with over nine years of experience providing domestic and cross-border tax due diligence and tax structuring services to both private equity and strategic clients. Mr. Wukelic has extensive experience across a broad range of industries, including technology, media & telecommunications, healthcare, business & industrial services, and consumer products.
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