Tax Implications of Mergers & Acquisitions Webinar

To provide CPAs, accountants, tax advisors, and corporate finance teams with the technical insights, compliance knowledge, and strategy required to evaluate tax implications of mergers and acquisitions accurately, execute thorough tax due diligence, and protect transaction value.

• Taxable transactions
  – Taxable structuring considerations for stock deals
  – Reverse mergers
  – Payments framework
  – Post-purchase liquidation
  – Other considerations
• Asset/hybrid deals
  – Taxable asset structuring framework
  – Tax benefits of step-up
  – Straight asset deals
  – Forward cash mergers
  – Sections 338, 338(h)(10) and 336(e) 
  – “F” Reorg transactions
  – Buying partnership interests
  – Revenue Rulings 99-5 and 99-6
  – 1060 allocations
  – Current considerations, including sections 174 and 163(j)
  – Distressed transactions
• Nonrecognition transactions
  – Section 368(a)(1) reorganizations
     • “A” reorganizations 
     • Target shareholders
     • Purchaser/acquirer
  – Tax due diligence checklist

Kevin Wilkes, Tax Principal, BDO

As a Tax Principal at BDO USA, Kevin leads the Special Projects Group, a team of highly skilled tax professionals who provide innovative and customized solutions to complex tax issues in mergers and acquisitions, corporate restructuring, and tax controversy. With over 15 years of experience in tax advisory, he has has successfully assisted clients across various industries and sectors in optimizing their tax positions, mitigating their risks, and maximizing their value. He holds an Executive Master of Laws (LLM) in Taxation with Distinction from Georgetown University Law Center, a Juris Doctor (JD) from The College of William and Mary, and a bachelor's in accounting from Michigan State University. Kevin is also a published author and a frequent speaker on tax-related topics, such as the recent Pennsylvania statutory framework for direct corporate-to-LLC conversions. His mission is to leverage his expertise and credentials in corporate and M&A tax to deliver exceptional service and value to his clients, while fostering a collaborative and inclusive culture within his team and organization.

To provide CPAs, accountants, tax advisors, and corporate finance teams with the technical insights, compliance knowledge, and strategy required to evaluate tax implications of mergers and acquisitions accurately, execute thorough tax due diligence, and protect transaction value.

DETAILED LEARNING OBJECTIVES

• Explain the general treatment of a target corporation’s asset basis in a taxable stock acquisition

• Identify the tax treatment of consideration paid directly by the target in a taxable reverse merger

• Calculate a purchaser’s stock basis when a portion of the acquisition consideration is paid to service providers or lenders at the shareholders’ direction

• Identify potential legal and administrative disadvantages associated with a straight asset acquisition

• Recognize the stock-ownership requirement for making a regular §338 election

• Distinguish a §336(e) election from a §338 election based on purchaser eligibility and transaction requirements

• Explain the effect of a §754 election on a purchaser’s share of a partnership’s inside asset basis

• Identify the order in which purchase price is allocated under the §1060 residual method

• Describe the changes made by OB3 to the treatment of domestic research and development expenditures under §174

• Identify the principal tax-structuring advantages of an “A” reorganization under §368(a)(1)(A)

• Explain the purpose, scope and limitations of tax due diligence in an acquisition

• Explain how the EBITDA-based §163(j) limitation may affect acquisition leverage, interest deductibility and transaction economics

• Describe the tax treatment of boot received by a target shareholder in an “A” reorganization under §356

• Taxable transactions
  – Taxable structuring considerations for stock deals
  – Reverse mergers
  – Payments framework
  – Post-purchase liquidation
  – Other considerations
• Asset/hybrid deals
  – Taxable asset structuring framework
  – Tax benefits of step-up
  – Straight asset deals
  – Forward cash mergers
  – Sections 338, 338(h)(10) and 336(e) 
  – “F” Reorg transactions
  – Buying partnership interests
  – Revenue Rulings 99-5 and 99-6
  – 1060 allocations
  – Current considerations, including sections 174 and 163(j)
  – Distressed transactions
• Nonrecognition transactions
  – Section 368(a)(1) reorganizations
     • “A” reorganizations 
     • Target shareholders
     • Purchaser/acquirer
  – Tax due diligence checklist

Kevin Wilkes, Tax Principal, BDO

As a Tax Principal at BDO USA, Kevin leads the Special Projects Group, a team of highly skilled tax professionals who provide innovative and customized solutions to complex tax issues in mergers and acquisitions, corporate restructuring, and tax controversy. With over 15 years of experience in tax advisory, he has has successfully assisted clients across various industries and sectors in optimizing their tax positions, mitigating their risks, and maximizing their value. He holds an Executive Master of Laws (LLM) in Taxation with Distinction from Georgetown University Law Center, a Juris Doctor (JD) from The College of William and Mary, and a bachelor's in accounting from Michigan State University. Kevin is also a published author and a frequent speaker on tax-related topics, such as the recent Pennsylvania statutory framework for direct corporate-to-LLC conversions. His mission is to leverage his expertise and credentials in corporate and M&A tax to deliver exceptional service and value to his clients, while fostering a collaborative and inclusive culture within his team and organization.