Per the IRS Education Provider Standards this course must be COMPLETED by 12/31/2025 to receive credits. NOTE: Go to My Professional Profile in your CCH CPELink account settings to ensure your name, and PTIN number; matches your PTIN card
Many businesses organized as corporations will be involved in a merger, acquisition, or large sale transaction at some point during the business life cycle.
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: June 2022
Designed For
Tax practitioners at all levels who advise on the taxation of corporate mergers, acquisitions, and disposition transactions.
Topics Covered
- Stock Sale vs. Asset Sale
- Section 1060 Purchase Price Allocation
- Taxable Asset Purchase
- Section 338 Election — Deemed Asset Sale
- Tax-Free Acquisitive Reorganizations
- Continuity of Interest Requirement
- Business Purpose
- Reorganizations
- Boot Relaxation Rule
- Parenthetical Triangular Reorganizations
- 368(a)(2)(D) Forward Triangular Merger
- Pre-Merger Redemption
- Sale of Business
- Escrow Accounts
- Capitalization of Transaction Costs
- Indopco and Anti-Indopco Regs
Learning Objectives
- Recognize and explain the tax treatment of taxable stock acquisitions, including effects on basis
- Recognize consequences of taxable stock acquisitions
- Identify requirements for various types of tax-free reorganizations under section 368 of the IRC
- Recognize capitalization of transaction costs
- Describe tax treatment of escrow accounts and earnouts
- Identify a tax consequence of an asset sale
- Differentiate IRC Sections and how they apply to various scenarios
- Recognize an example of a tax-free reorganization
- Describe correct statements regarding the Continuity of Interest principle
- Identify the percentage of boot the total transaction is allowed in a Type B reorganization
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
Instructor
Jennifer Kowal
Jennifer Kowal, JD, has been a tax professor and the director of the graduate tax program at Loyola Law School in Los Angeles since 2003. Loyola’s graduate tax program offers an LL.M. in Taxation for attorneys and a Master in Tax Law for non-lawyers. Professor Kowal teaches courses in advanced income taxation, income tax timing issues, corporate taxation, and tax research, among others. Prior to teaching at Loyola, Professor Kowal taught in the International Tax Program at Harvard Law School.
She also practiced law with the firms of Irell & Manella in Los Angeles and Ropes & Gray in Boston, advising clients on the taxation of various business transactions, including cross-border, partnership and corporate structures. Professor Kowal holds a BS in Accounting with distinction from the University of Kansas, and a JD from UCLA School of Law, where she was a member of the Order of the Coif.