Deal Structure for Mergers and Acquisitions 2024

Overview

Tax-focused discussion on changes in the transaction structure of merger and acquisition (M&A) 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 a couple of different approaches to the net tax cash flow for an S corporate deal. Updated for new tax Reform and impact on M&A deals.

Highlights

• 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

Prerequisites

General understanding of ordinary income and capital gain taxation as well as general knowledge of C and S cooperate structures in addition to partnerships.

Designed For

CPAs, controllers and financial professionals.

Objectives

• 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 stocks
• 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 approaches to calculating net tax cash flow
• Discuss briefly Partnership mergers and acquisition issues

Preparation

None

Notice

This course is provided by a third-party vendor. Please note that login instructions will not be available in the ‘My Upcoming CPE’ section of the NESCPA website. Instead, the login instructions will be sent directly to you via email by the California Education Foundation (CalCPA). Upon completing the course, your hours will be recorded in the ‘My CPE Tracker’ section of the NESCPA website.