Mergers & Acquisitions: A Current Guide to Deal-Making Webinar

To give CPAs and other finance professionals a comprehensive overview of mergers and acquisitions. From distinguishing among the various types of M&A activity to complying with the relevant rules and regulations, this webinar will walk you through the M&A process. It will also delve into important legal, accounting, and tax considerations.  

• M&A outlook and deal trends
  – State of the M&A market
  – Factors affecting dealmaking
     • Artificial intelligence moving to execution
     • The shifting backdrop of rates, inflation and financing
     • Capital allocation as boards pivot to reinvestment
     • More navigable regulatory changes
  – Current negotiation landscape
• Purchase accounting, fair value, and earn-out challenges
  – Business combination vs. asset acquisition
  – Purchase accounting mechanics
     • Acquisition method
     • Measurement-period governance
     • Goodwill and bargain purchases
  – Fair value measurement
     • ASC 820 fair value lens
     • Valuation methods
     • Fair value update (ASU 2022-03)
  – Earn-out challenges
     • Contingent consideration in an asset acquisition
     • Earn-out model assumptions to challenge
     • Earn-out disclosures and SEC-review themes
• Advanced financial modeling and deal analytics
  – Valuation approaches and techniques
  – Deal model architecture
     • Historical financial statement analysis
     • Financial projections
  – Post-closing accounting and tax considerations
• Antitrust considerations in cross-border transactions
  – Global merger review
  – US merger control
  – UK merger control
  – EU merger control
  – Other control jurisdictions
  – Managing antitrust risk in cross-border deals
• Tax and cross-border M&A considerations
  – Entity classification of foreign targets
  – Consequences of acquiring a foreign corporation
  – Treaty benefits for interest, dividends, and royalties
  – Permanent Establishment (PE)
  – Transfer pricing compliance for intercompany arrangements
  – Tax due diligence

Lori Hellkamp, Partner, Jones Day

Tim Kadylak, Managing Director, BDO

Steve Pet, Senior Associate, Gibson Dunn

Evan Shepherd, Of Council, Gibson Dunn

Kevin Wharton, Principal, BDO

Bill Witt, Director, Highspring

To give CPAs and other financial professionals a comprehensive overview of mergers and acquisitions. From distinguishing among the various types of M&A activity to complying with the relevant rules and regulations, this self-study webinar will walk you step by step through the M&A process. It will also delve into important legal, accounting, and tax considerations. 

DETAILED LEARNING OBJECTIVES

• Explain how transaction structure affects inherited privacy and cybersecurity liabilities

• Identify privacy considerations when personal data is transferred in an asset acquisition

• Evaluate privacy and cybersecurity exposure based on the volume and sensitivity of personal data processed

• Describe how to tailor a due diligence questionnaire to the target’s risk profile and transaction structure

• Assess the risks created by deficient vendor data-processing agreements and unlawful data-sourcing practices

• Evaluate privacy and cybersecurity findings based on their likelihood, impact and remediability

• Explain how disclosures, warranties, indemnities and insurance protect buyers from identified transaction risks

• Identify post-closing priorities for cybersecurity, privacy compliance and incident-response integration

• Describe the phases of post-merger integration planning and execution

• Explain the responsibilities of an Integration Management Office

• Identify governance practices that support timely integration decisions and effective risk escalation

• Describe how dashboards and RAID logs support integration monitoring and decision-making

• Evaluate leading practices for technology, finance and cultural integration

• Distinguish cost synergies from revenue synergies

• Explain how baselines, accountable owners and financial targets support synergy realization

• Compare the tax consequences of stock acquisitions, asset acquisitions and deemed asset acquisitions

• Explain the requirements and effects of Sections 338, 336(e), 754 and 1060

• Evaluate how recent tax-law changes may affect transaction structure and acquisition models

• Describe the purpose, scope and limitations of tax due diligence

• Explain how P.L. 86-272 may apply to internet activities and remote business operations

• Analyze developments affecting sales tax nexus and state income apportionment

• Describe the Internet Tax Freedom Act’s restrictions on taxation of Internet access and electronic commerce

• Identify state tax considerations associated with streaming services and artificial intelligence

• Explain the purpose of a quality of earnings analysis and distinguish it from an assurance engagement

• Evaluate EBITDA adjustments, revenue quality, working capital, debt-like items and supporting evidence when determining transaction value

• Current Trends in Mergers & Acquisitions 
  – State of the M&A market
  – Factors affecting dealmaking
     – Rising interest rates due to inflation
     – Free cash flow being used to pay interest
     – Refinancing too expensive 
     – Private credit continuing to fill the financial gap
  – Political uncertainty and geopolitics 
  – Current negotiation landscape
• Analyzing Expansion
  – Capital budgeting
  – Revenue forecasting
  – Break-even analysis
• Business Combinations and Goodwill
  – Acquisition method accounting
  – Examples and exceptions
  – Equity vs. liability classification
• Business Combinations vs. Asset Acquisitions
  – Key accounting concerns
  – Qualitative screen concept
  – Relevant examples
• Advanced Financial Modeling 
  – Valuation approaches/techniques 
  – Deal model architecture
  – Post-closing accounting and tax considerations

Zachary Brecheisen, Partner, JonesDay

Mike Harmeson, Managing Director, BDO

Ganapathy Lakshmynarayan, Managing Director, Protiviti

Vishal Seth, Managing Director, Protiviti

Kevin Wharton, Managing Director, BDO

Bill Witt, Director, Accounting & Transaction Services, MorganFranklin