US Tax Considerations for Cross Border M&A Transactions Webinar

To ensure that CPAs, accountants, and tax professionals have the knowledge needed to help them handle the US tax challenges and complications that may arise during cross-border mergers and acquisitions.

• Entity classification of foreign targets
• Key consequences of acquiring a foreign corporation
• Financing considerations: Sections 385, 267A & 163(j)
• Treaty benefits
• Permanent establishment
• Transfer pricing compliance for intercompany arrangements
• Tax due diligence
• FIRPTA and other considerations for real estate
• Section 338 elections
• Cross-chain sales

Lori Hellkamp, Partner, Jones Day

Lori Hellkamp provides creative solutions to complex tax issues by taking a practical approach to problem solving. Her practice spans a broad range of areas, including corporate and international tax, M&A, and tax controversy. Lori's practice has a particular emphasis on international tax planning, counseling, and compliance as well as tax-efficient structuring for cross-border transactions and investments. Lori has extensive experience helping clients address issues arising from foreign (inbound) investments into the United States and in the fintech sector. She also regularly advises clients on tax and structuring issues related to digital assets.

Lori has counseled public and private companies facing a wide variety of multijurisdictional tax issues, both internally and before the Internal Revenue Service. She has helped clients obtain favorable private letter rulings and advance pricing agreements, resolve disputes at Appeals and in Competent Authority proceedings, and navigate complex tax treaty, transfer pricing, withholding, FIRPTA (Foreign Investment in Real Property Tax Act), anti-boycott, and other international tax issues.

Lori is a board member of the George Washington University-IRS International Annual Tax Institute, an adjunct professor of international taxation at American University, and the former chair of the ABA Tax Section's Committee on Foreign and U.S. Taxation. She frequently speaks and publishes articles on various international and corporate tax topics. Lori also is a member of the ABA's task force on cryptocurrency, a coauthor of the book Blockchain for Business Lawyers, and the hiring partner for the Washington Office of Jones Day.

To ensure that CPAs, accountants, and tax professionals have the knowledge needed to help them handle the US tax challenges and complications that may arise during cross-border mergers and acquisitions.

DETAILED LEARNING OBJECTIVES

• Identify common buy-side transaction structures and considerations

• Analyze historical balance-sheet trends relevant to a merger or acquisition

• Calculate and interpret the interest coverage ratio

• Explain how customer attrition affects financial projections and customer-relationship valuations

• Evaluate customer profitability by segmenting customer groups according to margin profile

• Distinguish buyer-specific synergies from market-participant synergies in a transaction model

• Explain how IRC Section 382 may limit the use of acquired net operating losses

• Calculate and interpret the internal rate of return in a transaction model

• Identify transaction consideration that may require valuation under ASC 805

• Classify acquired assets under the IRC Section 1060 purchase-price allocation framework

• Entity classification of foreign targets
• Key consequences of acquiring a foreign corporation
• Financing considerations: Sections 385, 267A & 163(j)
• Treaty benefits
• Permanent establishment
• Transfer pricing compliance for intercompany arrangements
• Tax due diligence
• FIRPTA and other considerations for real estate
• Section 338 elections
• Cross-chain sales

Lori Hellkamp, Partner, Jones Day

Lori Hellkamp provides creative solutions to complex tax issues by taking a practical approach to problem solving. Her practice spans a broad range of areas, including corporate and international tax, M&A, and tax controversy. Lori's practice has a particular emphasis on international tax planning, counseling, and compliance as well as tax-efficient structuring for cross-border transactions and investments. Lori has extensive experience helping clients address issues arising from foreign (inbound) investments into the United States and in the fintech sector. She also regularly advises clients on tax and structuring issues related to digital assets.

Lori has counseled public and private companies facing a wide variety of multijurisdictional tax issues, both internally and before the Internal Revenue Service. She has helped clients obtain favorable private letter rulings and advance pricing agreements, resolve disputes at Appeals and in Competent Authority proceedings, and navigate complex tax treaty, transfer pricing, withholding, FIRPTA (Foreign Investment in Real Property Tax Act), anti-boycott, and other international tax issues.

Lori is a board member of the George Washington University-IRS International Annual Tax Institute, an adjunct professor of international taxation at American University, and the former chair of the ABA Tax Section's Committee on Foreign and U.S. Taxation. She frequently speaks and publishes articles on various international and corporate tax topics. Lori also is a member of the ABA's task force on cryptocurrency, a coauthor of the book Blockchain for Business Lawyers, and the hiring partner for the Washington Office of Jones Day.