Tax Issues in Corporate Mergers & Acquisitions: Part 1 (Currently Unavailable)

Author: Jennifer Kowal

Part 1 of Tax Issues in Corporate Mergers & Acquisitions explains the tax treatment of taxable stock acquisitions and taxable asset acquisitions and the reason one may be preferred.

This course covers the federal income tax treatment of taxable stock and asset acquisitions, tax-free reorganizations and acquisitions, and tax-free dispositions and spin-offs, from both the corporate and shareholder perspectives. It also covers the carryover of corporate tax attributes.

Publication Date: December 2017

Designed For
Tax practitioners at all levels who advise on the taxation of corporate mergers, acquisitions, and disposition transactions.

Topics Covered

• Treatment of taxable asset acquisitions, including effects on basis
• Consequences of taxable stock acquisitions
• Requirements for various types of tax”free reorganizations under section 368 of the IRC
• Tax-free split-off's, spin-off's and split ups
• Capitalization of transaction costs
• Tax treatment of escrow accounts and earnouts
• Corporate tax attributes including NOLs and tax credits
• Stock salve vs. asset sale

Learning Objectives

• Explain the tax treatment of taxable stock acquisitions and taxable asset acquisitions and the reason one may be preferred
• Identify requirements of various types of tax-free reorganizations
• Describe situations involving tax-free split-offs and spin-offs
• Familiarity with corporate tax attribute carryover rules
• Differentiate true statements with respect to Section 338 deemed as an asset sale
• Recognize judicial doctrines serve to prevent transactions that resemble sales from qualifying for non-recognition treatment as a corporate reorganization
• Identify characteristics of the various types of reorganization
• Describe types of assets for purposes of purchase price allocation with the most liquidity

Level
Intermediate

Instructional Method
Self-Study

NASBA Field of Study
Taxes (4 hours)

Program Prerequisites
Basic experience with corporate mergers and acquisitions.

Advance Preparation
None