Deal Structure for Mergers and Acquisitions
Tax focused discussion on changes in the transaction structure of merger and acquisition deals can significantly impact after-tax cash flows. Gain a significant competitive advantage by understanding how taxes affect M&A and divestiture transaction structures.
Further examine the mechanics of M&A deals; the structures of taxable assets and stock acquisitions; triangular and reverse triangular mergers; practical issues in structuring and pricing; types of tax-free reorganizations; tax planning for divestitures; and key elements of purchase and sale documents.
Plus, dive into a complex case study and coupled, different approaches to the net tax cash flow for an S corporate deal. Updated for new tax Reform and impact on M&A deals.
- Mechanics and timelines of M&A deals
- Structures of taxable asset acquisitions and stock acquisitions
- Triangular and reverse triangular mergers
- Structuring and pricing an acquisition
- Tax-free reorganizations
- Tax planning for divestitures
- Key sections of purchase and sale documents
- Case study with schedules
- Tax Focused Discussion.
- Determine the types of taxable acquisitions of C and S corps.
- Recognize the types of tax-free acquisitions of C corps and the requirements for tax-free treatment.
- Identify differences between the taxable sale of S and C corps.
- Recognize various types of taxable and tax-free divestiture methods, including equity carve-outs, spin-offs and tracking stock and their tax consequences.
- Determine the effect of the acquisition structure on the target firm's tax attributes.
- Identify key sections of purchase and sale documents.
- Outline necessary steps to complete a complex sample S corporate deal, including schedules.
- Identify a couple approaches to calculating net tax cash flow.
CPAs, controllers and financial professionals.
Applicable if you are a HSCPA member in good standing.
Applicable if you are not a HSCPA member.