Description
Well-negotiated terms and conditions are essential to the success of any merger or acquisition. Tax considerations often play a pivotal role in the negotiation, structuring, and finalization of these transactions. When drafting the purchase agreement and related deal documents, it is critical that counsel thoroughly understand the tax implications of the proposed transaction. This knowledge is key to securing optimal tax outcomes for clients and ensuring that tax indemnification provisions are properly included to safeguard their interests.
The tax implications of mergers and acquisitions can be substantial, requiring counsel and advisers to align key tax provisions during the negotiation and structuring of these transactions. Careful analysis and thorough due diligence are essential to identify tax-saving opportunities and to prevent unexpected liabilities for both buyers and sellers.
Join our expert faculty for a focused discussion on tax strategies to leverage—and common pitfalls to avoid—when negotiating, structuring, and documenting M&A deals.
Topics that will be covered include:
- Key tax considerations in stock versus asset sales
- Section 338 elections in stock purchase transactions
- Comparing taxable transactions and tax-free reorganizations
- Tax implications of sales involving partnerships and LLCs
- Structuring earnouts and deferred payments with tax efficiency in mind
- Anticipating legislative developments affecting corporate and capital gains tax rates
- Drafting effective tax provisions in purchase agreements and related deal documents
This program is for attorneys who need to better understand the tax consequences and advantages involved with mergers and acquisitions.