Deal Structure for Mergers and Acquisitions Webcast | 4201994B

Course Details


Friday, July 17, 2020

5:30am – 1:00pm
(Registration: 5:00am)

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 C and S corp structures in addition to partnerships.


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 studies with schedules
Tax return forms and elections to be aware of


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.
Work on examples of dropping assets into new entities for new partners
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.
Discuss briefly Partnership mergers and aquistion issues

Designed For

CPAs, controllers and financial professionals.

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 $400.00

CPE Choice

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

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