M&A

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Corporate M&A activity often brings about large and complex tax issues. Every transaction has a unique set of variables which require innovative and forward thinking tax solutions. This live webcast will explore the tax consequences of M&A activity in end to end discussion covering a variety of issues including: NOL preservation and optimization strategies, leverage spinoffs and reverse Morris trusts, case studies and real world examples, section 338 (h) (10), and negotiating stock purchase agreement in the international context.

M & A Tax Strategies for Attorneys: A 2009 Perspective LIVE Webcast is a must attend webcast for attorneys and legal executives involved in M&A transactions. The program will cover the topics above along with a Q&A panel in which the attendees will be invited to ask the speakers questions.

Course Level: Intermediate
Prerequisite: None
Method Of Presentation: Group-Based-Internet
Developer: The Knowledge Conference
Recommended CLE/CPE Hours: 1.75 - 2.0
(Please note, your State Bar or Accounting Board will make the final determination with respect to continuing education credit. If you are applying for CLE credit in Texas you must register 20 days before the event date.)
Advance Preparation: Print and review course materials
Course Code: 093859
Recording Fee: $299 (Please click here for details)
NASBA Sponsor Number: 109004

 

Featured Speakers for M & A Tax Strategies for Attorneys: A 2009 Perspective live webcast:


  Event Talking Points (click here to view more)
SEGMENT 1:


David Rievman, Partner,
Skadden, Arps, Slate, Meagher & Flom LLP


1. NOL preservation and optimization strategies
  - Notice 2003-65
  - Poison Pills and Charter Amendments

2. Leveraged Spinoffs and Reverse Morris Trusts
  - Debt-for-Debt Exchanges

3. Planning for COD income - including new Section 108(i)
  - Debt Modifications - Debt Repurchases and Exchange Offers
  - Related Party Repurchases

SEGMENT 2:


Martin Huck, Senior Manager, National Mergers and Acquisitions Group,
Ernst & Young LLP

The transaction:
Parent is the common parent of a US consolidated group. Parent owns all the stock in two subsidiary corporations, MfgCo and RetailCo. MfgCo and its direct and indirect subsidiaries make auto parts, and RetailCo and its direct and indirect subsidiaries operate a chain of retail stores that sell MfgCo’s products (as well as other products).

Parent wishes to dispose of the retail business and focus solely on manufacturing. Parent has identified a buyer, and the question is whether the transaction should be restructured as a sale of RetailCo’s stock or as a sale (or deemed sale) of RetailCo’s assets.

There are two complications to the sale. First, RetailCo owns all the stock in R&DCo, a subsidiary engaged in research and development for the manufacturing business, that, through historical accident, is owned by RetailCo. R&DCo does not conduct business directly but rather through a 50% partnership interest; the remaining 50% is owned by an unrelated party. Second, RetailCo and MfgCo each owns 50% of the stock of TrademarkCo, a subsidiary that holds the trademarks and intellectual property (IP) for both the manufacturing and the retail business. In addition to holding trademarks and IP for both businesses, TrademarkCo has a small manufacturing facility and a small retail business, each of which generates about 1% of the revenue of its respective business.

Parent wishes to dispose of the retail business while (i) retaining the stock in R&DCo, (ii) eliminating RetailCo’s ownership in TrademarkCo, and (iii) transferring the retail-related trademarks and IP and the small retail business of TrademarkCo to the buyer.

Section 338 (h) (10) deemed assets sales
Distributions, redemptions, and liquidations
Consolidated return rules relating to stock basis adjustments, deferred gains, and liquidations

SEGMENT 3:


Justin D. Stalls, Associate,
Latham & Watkins LLP

- Negotiating Stock Purchase Agreements in the International Context
    - Payments - Withholding and Allocation
    - Tax Representations of Seller
    - Tax Indemnification
    - Tax Procedure - Returns, Controversies
    - Other Issues: Transfer Taxes, FIRPTA Certificate, Due Diligence



Skadden, Arps, Slate, Meagher & Flom LLP
David Rievman
Partner
speaker bio »»

Ernst & Young LLP
Martin Huck
Senior Manager, National Mergers and Acquisitions Group
speaker bio »»

Latham & Watkins LLP
Justin D. Stalls
Associate
speaker bio »»

Who Should Attend?

- M&A Attorneys
- General Counsel Mid to Large Cap Companies

Why Attend?

This is a must attend event for anyone interested in having clear understanding on tax issues.
- New guidance explained by the most qualified key leaders & experts
- Hear directly from key regulators & thought leaders
- Interact directly with panel during Q&A

Registration Information:                                                                                                                                    



M & A Tax Strategies for Attorneys: A 2009 Perspective
Speaker Firms:







 

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Enrolled Agents Sponsor ID Number: 760

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