Highlights
• Mechanics and timelines of M&A deals
• Structures of taxable asset acquisitions and stock acquisitions
• Triangular and reverse triangular mergers
• Structuring and pricing an acquisition
• Tax-free reorganizations
• Tax planning for divestitures
• Key sections of purchase and sale documents
• Case studies with schedules
• Tax return forms and elections to be aware of
Objectives
• Determine the types of taxable acquisitions of C and S corps
• Recognize the types of tax-free acquisitions of C corps and the requirements for tax-free treatment
• Identify differences between the taxable sale of S and C corps
• Recognize various types of taxable and tax-free divestiture methods, including equity carve-outs, spin-offs and tracking stocks
• Determine the effect of the acquisition structure on the target firm's tax attributes
• Identify key sections of purchase and sale documents
• Outline necessary steps to complete a complex sample S corporate deal, including schedules
• Identify approaches to calculating net tax cash flow
• Discuss briefly Partnership mergers and acquisition issues