Mergers and Acquisitions - Complete Guide to Relevant Issues and Choice of Business Entity

Description

This course provides a practical and detailed look at the tax and legal considerations that arise in mergers and acquisitions. Participants will explore the difference between asset and stock acquisitions, the use of key tax elections such as IRC Sections 336 and 338, and the impact of entity type on deal structure. The course also addresses more advanced topics including earnouts, assumed liabilities, and the treatment of transaction costs.

Whether working with partnerships, S corporations, C corporations, LLCs, or sole proprietorships, attendees will come away with the tools to help clients make informed decisions about deal structuring, tax efficiency, and long-term planning. Common M&A pitfalls and planning opportunities will also be discussed.  

Highlights

• Asset vs. stock acquisitions
• IRC Sections 338 and 336 elections
• Basics of IRC Section 382
• Basics of IRC Section 280G
• Earnouts and contingent payments
• Treatment of transaction costs
• Mixed entity transactions
• Tax aspects of entity structures
• Partnership, sole proprietorship, S corp, C corp, LLC and LLP issues
• Organizing an entity

Objectives

• Differentiate between taxable asset and stock acquisitions and their tax consequences.
• Explain the use and impact of IRC Sections 336 and 338 elections.
• Identify the basic implications of IRC Sections 382 and 280G in acquisition planning.
• Identify when mixed entity transactions are appropriate.
• Evaluate the tax treatment of earnouts, contingent payments, and assumed liabilities.
• Describe how transaction costs are handled in various acquisitions scenarios.
• Compare the tax aspects of partnerships, S corps, C corps, LLCs, LLPs, and sole proprietorships.
• Recommend appropriate business structures based on client-specific M&A objectives.

Designed For

CPAs, finance professionals