Deal Structure for Mergers and Acquisitions

Course Details


Friday, January 17, 2020

6:30am – 2:00pm
(Registration: 6:00am)

Field of Study


Course Number


CPE Credit

8.0 hours CPE credit

Level of Knowledge



CalCPA Education Foundation


General understanding of ordinary income and capital gain taxation as well as general knowledge of regular and S corp structures.


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.

Materials are provided as an ebook.


  • 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.

Designed For

CPAs, controllers and financial professionals.

Registration for this course has passed.

Course Pricing

Member Fee

Applicable if you are a HSCPA member in good standing.

Non-Member Fee

Applicable if you are not a HSCPA member.

Your Price $375.00

CPE Choice

Learn more about CPE Choice.
This course does not qualify for CPE Choice.

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