This three-day program will focus on the tax issues presented by the entire spectrum of modern major corporate transactions, from relatively simple single-buyer acquisitions of a division or subsidiary to multi-party joint ventures, cross-border mergers, and complex acquisitions of public companies with domestic and foreign operations, including spin-offs and other dispositions of unwanted operations. Evolving techniques for structuring, financing, and refinancing corporate turnovers and other activities will be emphasized, with particular attention being paid to consolidated return issues, to financially troubled businesses, to the role of new financial products and the effects of the evolving economic substance and business purpose doctrine, and to selected current issues in mergers and acquisitions, including the effects of the recently issued Section 385 and Section 7874 regulations.
MAJOR TOPICS & SPECIAL FEATURES INCLUDE:
- Overview and strategies in representing sellers
- Tax accounting issues in mergers and acquisitions
- Restricted stock, stock options and executive compensation in M&A transactions including the effects of Section 409A
- Taxable transaction alternatives
- Advanced transactional planning in private equity M&A
- Understanding and managing stock basis and earnings and profits
- Corporate tax strategies and techniques using partnerships and LLCs
- Passthrough corporations and publicly traded partnerships (PTPs)
- Strategies for financially troubled businesses and other loss companies
- Strategies and issues for international acquisitions
- “Cross-border” mergers and other international issues
- Interesting corporate transactions of the past year
- Financial products and transactions
- Exploring the limits of the evolving economic substance and business purpose doctrines
- Consolidated return planning and strategies under the new regulations
- Recently issued regulations under Sections 385, 7874 and 355