Upon completion of this course, participants will be able to:

• Differentiate between taxable and non-taxable M&A transactions and their respective tax consequences.
• Identify critical tax issues during the M&A due diligence phase.
• Analyze the tax implications of structuring a deal as a stock acquisition versus an asset acquisition.
• Understand the treatment and limitations on the carryover of tax attributes, such as Net Operating Losses (NOLs).
• Evaluate the international tax considerations for cross-border mergers and acquisitions.
• Assess and manage transaction costs and tax-related liabilities in the sale and purchase agreement.
• Understand tax planning opportunities related to spin-offs, split-offs, and corporate restructurings.
• Analyze the impact of different forms of consideration (cash, stock, debt) on the tax outcome for buyers and sellers.

• Tax Attorneys and Lawyers
• Corporate Tax Directors and Managers
• Investment Bankers and Financial Advisors
• M&A Consultants and Deal Makers
• Tax Professionals in Public Accounting Firms
• In-house Legal and Finance Teams of Large Corporations
• Private Equity and Venture Capital Professionals

• Case studies involving complex cross-border M&A scenarios
• Group exercises on calculating Section 382 limitations and purchase price allocations
• Simulated tax due diligence report drafting (individual)
• Discussions on the legal and ethical responsibilities of M&A tax advisors
• Moot court on challenging a tax authority"s M&A assessment

Unit 1: Foundations and Taxable Transactions

• Business and legal considerations in M&A
• The purpose and scope of tax due diligence
• Identifying contingent tax liabilities and risks
• Reviewing historic tax returns and uncertain tax positions
• The role of tax indemnities and escrows in contracts

• Tax implications of a taxable stock acquisition for buyer and seller
• Tax implications of a taxable asset acquisition
• Allocation of purchase price to assets (Section 1060 rules)
• Recapture of depreciation and tax benefits

Unit 2: Tax-Free Reorganizations

• Continuity of proprietary interest and business enterprise tests
• Judicial doctrines affecting non-taxable status (e.g., business purpose)
• Treatment of "boot" (non-qualifying property) in a reorganization
• Key differences between A, B, and C type reorganizations

• Requirements for a tax-free spin-off (Section 355)
• Tax consequences to the distributing corporation and its shareholders
• Motives and uses of tax-free corporate separations

Unit 3: Tax Attributes and Carryovers

• Defining and valuing corporate tax attributes (e.g., NOLs, tax credits, capital losses)
• Limitations on the use of attributes following an acquisition
• Section 382 limitations on Net Operating Loss carryforwards
• The "ownership change" rules and their calculation

Unit 4: Cross-Border M&A Tax Issues

• Acquiring foreign targets: tax efficient acquisition vehicles
• Repatriation issues and foreign tax credit planning
• Treaty shopping and anti-abuse rules in cross-border deals
• Tax considerations in integrating global operations post-acquisition

Unit 5: Post-Acquisition Integration and Planning

• Steps to integrate tax departments and compliance systems
• Tax considerations in rationalizing legal entities and supply chains
• Refinancing and internal debt structuring post-closing
• The role of Advance Tax Rulings in M&A transactions