Join us for a two-day technical update with group live instruction on tax developments and strategies in structuring domestic & cross-border corporate mergers and acquisitions.Course Level: Intermediate Delivery Method: Live Group
After attending this event, participants will be able to• Optimize the structuring of M&A transactions• Understand the M&A issues involving partnerships, LLCs and Hybrids• Learn how to properly conduct tax due diligence• Maximize M&A tax benefits for consolidated returns• Maximize the benefits of making a Sec. 338(h)(10) election• Recognize special tax issues in international/cross-border transactions• Understand the impact of contingent liabilities and deductibility of corporate tax losses in doing an M&A transactionAll paid attendees will receive the Bloomberg BNA Portfolio:Structuring Corporate Acquisitions-Tax Aspects #770 4th*One Portfolio per paid attendee. Quantities are limited.
There are no prerequisites for attending this program.
If you are unable to attend this event, you may: transfer your registration to another person from your company for the same event; or transfer your registration to a substitute event listed on our web site. In either instance, there will be no charge or penalty for substitution.To request a transfer, contact customercare@bna.com with the new attendee or substitute event information more than 5 business days prior to the conference start date. On the first day of the event, absent attendees will be considered “no shows” and will not be eligible for a refund, transfer, or substitute event. Cancellations must be made in writing to customercare@bna.com more than 5 business days before the event and will be assessed a $350 conference setup fee. Cancellations will not be accepted if notice is received fewer than 5 business days before the event.For more information regarding administrative policies, such as complaints and cancellations, please contact us at 800.372.1033, or e-mail customercare@bna.com.
Monday, December 2nd 8:00 am Registration and Continental Breakfast8:30 am Welcome and Introduction8:45 am Overview of Taxation of Mergers and Acquisitions• Structuring the deal• Overview of taxable and tax free acquisitions • Examples of typical transactions under Subchapter C and alphabetical classes of reorganizations • Role of the tax director in corporate M&A deals • Frequently encountered traps and opportunities10:00 am Refreshment Break10:15 am Consolidated Return Issues in Acquisitions and Dispositions • Affiliation and consolidated group continuation• Breaking the consolidated affiliated group• SRLY rules for newly-acquired group members• Excess loss accounts• Unified loss rule11:15 am Contingent Liabilities in Merger and Acquisition Transactions • Taxable asset acquisitions• Comparison of book versus tax liabilities• Impact on buyer and seller • Timing issues• Tax treatment of deferred revenue12:15 pm LUNCHEON1:15 pm Strategies for Making a Sec. 338 (h)(10) Election• When can a stock purchase be treated like an asset purchase?• What are the benefits of electing asset sale treatment? • Considerations for buyer - considerations for seller 2:15 pm Use of a Sec. 338 (h) (10) Election in an IPO• Structuring and capturing the valued added by a 338(h)(10) election in an IPO • Impact of step transaction • “Claw back” or tax sharing agreements 2:45 pm Break for Refreshments3:00 pm Conducting Tax Due Diligence • Indemnification issues • Key tax issues in reviewing acquisition documents• Allocation of purchase price • Tax sharing agreements• Target’s tax elections • Foreign tax credit documentation and carryover issues• A check list to get you through key aspects of tax compliance.4:15 pm Review of Recent M&A Transactions• Developments in tax-free-spin-offs• Cross-border acquisitions and financings• Innovative tax-free reorganizations• Special distributions• Partnerships in M&A5:30 pm Conference Adjourns for the DayTuesday, December 3rd7:30 am Continental Breakfast8:30 am Special Tax Accounting Issues in Reporting the Results of Mergers, Acquisitions and Dispositions - ASC 805 and ASC 350 • Tax accounting issues affecting intangibles, including goodwill, and impact on the income tax provision• Consequences of making a basis step-up election under Sec. 338 – interrelationship with purchase accounting• Counter-intuitive effective tax rate impact on accounting statements• Understanding IFRS convergence issues9:45 am Refreshment Break
10:00 am Deductibility of Acquired Corporate Tax Losses & Other Attributes• Treatment of net operating loss carryovers• Limitations under Section 382 • NUBIGs and NUBILs• RBIGs and RBILs• Treatment of excess R&D and FTCs under Section 383. 11:15 am Compensation Issues• Review of deduction provisions affecting stock options and other incentive pay in merger and acquisitions• Latest developments in compensation tax issues• Special issues involving mergers and acquisitions• Interrelationship with accounting rules under IFRS 12:30 pm LUNCHEON1:30 pm M&A Issues Involving Partnerships, LLCs and Hybrids • Check the box regulations• Single-member LLCs• Use of LLC in corporate transactions• Joint ventures and strategic alliances• Partnership tax issues under Secs. 721(c) and (d)2:30 pm Refreshment Break2:45 pm Special Tax Issues in Outbound M&A Transactions• Structuring a taxable versus a tax free acquisition under Sec.367(a)• Section 7874, including notice 2009-78 and Treasury Regulation 1.7874-2T• Discussion of Section 367(a)(5) & Proposed Treasury Regulations 1.367(a)-7• Analysis of the Treasury modifications to the check-the-box regime• U.S. tax consequences of transfers of tangibles and intangible assets under Sections 367(a) and 367(d)3:30 pm Special Tax Issues in Inbound M&A Transactions • Application of section 367(b) to mergers and acquisitions of foreign companies - basis adjustments under Notice 2005-70• Avoiding earning stripping limitation under Sec. 163 (j) • Understanding the U.S. tax consequences of making a section 338 election• Using an LLC or other pass-through (check-the-box) entity• U.S. tax issues involved in selling U.S. and foreign business assets to a foreign purchaser – liquidation of a U.S. subsidiary• Understanding the Limitation on Benefit (LOB) Provision in the U.S. Model Income Tax Treaty4:45 pm Conference Ends
Bloomberg BNA is registered with the National Association of the State Boards of Accountancy as a sponsor of continuing professional education on the National Registry of CPE sponsors. State Boards of Accountancy have final authority on the acceptance of individual courses. Complaints regarding registered sponsors may be addressed to NASBA, 150 Fourth Avenue North, Suite 700, Nashville, TN 37219-2417.
Bloomberg BNA will apply for continuing legal education credits in any state or jurisdiction where available. For more information, please contact Bloomberg BNA customer service at 800.372.1033 and ask to speak to the CLE Accreditations Coordinator, or email us at accreditations@bna.com .
Bloomberg BNA offers a hardship policy for CPAs and other tax and accounting professionals who wish to attend our live conference and seminars. Individuals must earn less than $50,000 annually in order to qualify. For individuals who are unemployed or earning less than $35,000 per year, a full discount off the price of registration for the program will be awarded. Individuals earning between $35,000 and $50,000 per year will receive a 50% discount off the price of the program.If an individual wishes to submit a case for hardship, he or she must contact Bloomberg BNA directly at accreditations@bna.com. Please include the following information with your request: complete contact information, program for which a hardship reduction is being requested, requested amount for hardship reduction, and reason for applying for hardship. Please note that requests will not be considered until 30 days from the program date and that individuals may only apply for a hardship reduction once within a 12-month period. Bloomberg BNA reserves the right to make a final determination on a case-by-case basis. Our decision for granting a hardship is final and submission does not constitute acceptance.