Tax Planning for M&A & Restructuring Self-Study Webinar

To provide CPAs and other tax and finance professionals with a practical understanding of tax considerations in M&A and restructuring transactions, enabling them to evaluate planning opportunities, manage transaction risks, and support strategic decision-making.

DETAILED LEARNING OBJECTIVES

• Identify competing tax objectives of buyers and sellers in M&A transactions

• Distinguish between taxable stock acquisitions, taxable asset acquisitions, and tax-free reorganizations

• Evaluate the tax consequences of Section 338 elections

• Recognize the requirements for a qualified stock purchase under Section 338

• Identify key tax considerations affecting transaction structure selection

• Understand the treatment and limitations of net operating losses in acquisitions

• Recognize tax issues arising from post-acquisition integration and restructuring activities

• Identify the default classification rules under the check-the-box regulations

• Evaluate the impact of Section 163(j) on acquisition financing transactions

• Recognize key tax provisions commonly negotiated in purchase agreements

• Buyer and seller objectives and considerations
• Transaction form: 
  – Business and tax considerations
  – Section 338 elections
  – Tax-free transactions
  – Net operating losses (NOLs)
  – Section 163(J)
• Pre- and post-acquisition rationalization and restructuring
• Key tax provisions of the purchase agreement

Amie Colwell Breslow, Of Counsel, Jones Day

Elizabeth A. Dengler, Associate, Jones Day