U.S. Taxation of Mergers and Acquisitions - Houston

Houston, TX

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Year-End Tax Pass


Fulfill all of your remaining CPE/CLE credits with entry to an unlimited number of upcoming Bloomberg BNA tax seminars and webinars in 2016 for less than the price of two seminars.

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Join us for a two-day technical update with live group instruction on tax developments and strategies in structuring domestic & cross-border corporate mergers and acquisitions.

Course Level
: Technical Update  Delivery Method: Live Group
Topics to be Covered:
• Structuring the deal
• Perspectives when representing buyers and sellers
• Common issues and traps for corporate tax directors and advisers
• Update on anti-inversion legislation 
• Developments in tax-free spin-offs
• And more!

All paid attendees will receive the Bloomberg BNA Portfolio:
Structuring Corporate Acquisitions-Tax Aspects #770 4th (a $400 value)
*One Portfolio per paid attendee. Quantities are limited.


The world of mergers and acquisitions is heating up again and attracting global attention. Major announcements of recent deals and offers, both domestic and cross-border seem to be in the news on a regular basis. New tax, accounting and regulatory developments are opening up opportunities as well as challenges and requiring practitioners to sharpen their skills in this area. Bloomberg BNA invites you to learn about the latest tax strategies and techniques in structuring both domestic and cross-border acquisitions as well as the latest developments in tax regulations and regulatory pronouncements. Our blue-ribbon faculty will explain these developments and will help you understand the numerous problems and opportunities confronting both acquiring companies and targets. The program will provide step-by-step explanations of the strategies and techniques used to reach tax efficient practical solutions. Both corporate tax department personnel, M&A specialists and public practitioners will find this conference extremely useful.


• Corporate tax VPs
• Tax directors and managers
• In-house or outside tax counsel
• Controllers, VP finance or CFOs
• M&A tax or finance executives
• Bankers, private equity tax professionals
• CPAs and accountants
There is no prerequisite for this two-day intermediate level course with live group instruction. This program is transitional and nontransitional which is appropriate for both newly admitted attorneys and experienced attorneys.



8:15 AM  Registration & Continental Breakfast

8:40 AM  Welcome and Introduction

8:45 AM  (1) Overview of Taxation of Mergers and Acquisitions
• Structuring the deal
• Overview of M&A deals
• Role of the tax director in corporate M&A deals

9:30 AM  (2) Conducting Tax Due Diligence and Negotiating Tax Aspects of Acquisition Agreements
• Target’s tax elections
• Allocation of purchase price
• Indemnification issues
• Tax sharing agreements
• A check list of due diligence/compliance issues

10:45 AM  Break for Refreshments

11:00 AM  (3) Taxable Acquisition Planning
• Stock versus asset decisions for different sellers
• Benefits of making a Section 338(h)(10) election
• Considerations for buyer and seller
• Section 336(e) elections

12:30 PM  Luncheon

1:30 PM  (4) Tax Accounting Issues in Mergers & Acquisitions
• Financial reporting versus tax treatment of business acquisitions
• Deferred taxes in acquisition accounting
• Acquired tax attributes – NOLs
• Treatment of contingencies and post-acquisition events

2:30 PM  (5) Compensation Issues
• Taxation of equity awards in connection with M&A deals
• Overview of Section 83, 280G, 409A and 457A
• Interrelationship with IFRS and GAAP accounting rules

3:30 PM  Break for Refreshments

3:45 PM  (6) Contingent Liabilities in Merger & Acquisition Transactions
• Taxable asset acquisitions
• Comparison of book versus tax liabilities
• Impact on buyer and seller
• Tax treatment of deferred revenue

4:45 PM  (7) Tax Treatment of Transaction Costs
• Overview of Section 263 regulations
• Treatment of success based fees
• Impact of Rev. Proc. 2011-29

5:30 PM  Conference Adjourns for the Day


8:00 AM  Continental Breakfast

8:30 AM  (8) Limitations on Acquired Company Tax Attributes
• Treatment of  net operating loss carryovers
• Limitations under Section 382
• Limitations on excess R&D and FTCs under Section 383
9:45 AM  Break for Refreshments

10:00 AM  (9) Review of Recent M&A Transactions
• Developments in tax-free spin-offs
• Cross border acquisitions and financing
• Innovative tax-free reorganizations
• Partnerships in M&A

11:00 AM  (10) Consolidated Return Issues in Acquisitions and Dispositions
• Leaving and joining the consolidated group
• Overall foreign and domestic losses for consolidated members
• Excess loss accounts and deferred intercompany transactions
• Unified loss rules

12:00 PM  Luncheon

12:45 PM  (11) M&A Issues Involving Partnerships, LLCs and Hybrids
• Check the box regulations and single-member entities
• Use of LLCs in corporate transactions
• Joint ventures and strategic alliances

1:45 PM  (12) Tax Issues in Outbound M&A Transactions
• Structuring taxable versus tax-free acquisition under Sec. 367(a)
• Transfers of tangible and intangible assets under Sections 367(a) and (d)
• Impact of new IRS proposed rules on intangibles

2:45 PM  Break for Refreshments

3:00 PM  (13) Tax Issues in Inbound M&A Transactions and Acquisitions of Foreign Companies
• Application of Section 367(b) to foreign company M&A
• Section 338 election and check-the-box planning in acquisition of foreign targets
• Financing considerations, including Section 163(j) earnings stripping

4:00 PM  Discussion of New Proposed Debt/Equity Regulations

4:30 PM  Conference Ends


December 5 & 6, 2016

The Houstonian
111 North Post Oak Lane
Houston, TX 77024
(713) 680-2626



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 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 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, complaints and cancellations, please contact us at 800.372.1033, or e-mail


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

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.


Continental breakfasts, lunches, refreshment breaks, Bloomberg BNA Portfolio, and course materials in electronic format.