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Companies large and small, as well as private equity investors, continue to buy and sell businesses at an unprecedented pace. While the multi-billion dollar public deals gain much attention in the press, the impact of mergers and acquisitions is most directly felt by tax practitioners in addressing the myriad issues that arise in so-called smaller deals. Whether you are an in-house corporate tax professional or a tax adviser, this course will provide you with essential information as you help guide your company and clients with their M&A program.
Join us for a 1-day introductory level course with live group instruction on the principal tax considerations in acquiring and selling privately held companies.
WHY YOU SHOULD ATTEND
Companies large and small, as well as private equity investors, continue buying and selling businesses at an unprecedented pace. While the multi-billion dollar public deals gain much attention in the press, in fact the impact of mergers and acquisitions is most directly felt by tax practitioners in addressing the myriad issues that arise in so-called smaller deals. Whether you are an in-house corporate tax professional or a tax adviser, this course will provide you with essential information as you help guide your company and clients with their M&A program.
WHO SHOULD ATTEND
This course focuses on the most common M&A transactions undertaken by large companies, private equity and privately held growth companies. It was designed for the relative novice with plenty of useful information for the more experienced practitioner.
8:00 AM Registration and Continental Breakfast
8:40 AM Introduction and Overview
• Overview of topic from chair
• Review of types of common business entities
• Discussion of commercial deal context
9:30 AM Structuring Considerations for Acquiring C Corporations
• Review of General Utilities repeal
• Private C corporations versus other business entities
• Acquiring stock versus assets
10:45 AM Coffee Break
11:00 AM Legal Considerations from the Non-Tax Deal Lawyer
• The deal process timeline
• Documents required
• Corporate and securities law considerations
• Role of the tax adviser
12:00 PM Luncheon
1:00 PM Conducting Due Diligence and Negotiating Tax Aspects of Acquisitions Agreements
• Review of the process
• Focusing on the important deal issues – comparison to public deals
• Adjusting scope based on type of business entity
• Indemnification issues
2:00 PM Acquiring S Corporations and Partnerships
• Contrast to C corporation acquisitions
• Ability to obtain basis step-up
• Section 338(h)(10) planning
• Minimizing risk in acquiring S corporations
3:15 PM Coffee Break
3:30 PM State and Local and Non-Income Tax Considerations
• Due diligence and addressing historical exposures
• Nexus issues
• Sales and use taxes
• Payroll taxes
4:15 PM Structuring Earn-Outs, Equity Rollover and Management Compensation
• Business considerations
• Tax considerations in choosing most appropriate approaches to incentivize management
• Succession and estate planning issues
5:15 PM Seminar concludes
November 15, 2016
AMA Conference Center
1601 Broadway (at 48th and Broadway)
New York, NY 10019
Hotel accommodations are at your own discretion. We suggest the following:
319 West 48th Street
New York, NY 10036
Tel: (212) 245-7000
Novotel of New York
226 West 52nd Street
New York, NY 10019
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Continental breakfasts, lunches, refreshment breaks, Bloomberg BNA Portfolio, and course materials in electronic format.
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