MERG
INTRODUCTION TO MERGERS AND REORGANIZATIONS

This course will enable you to understand the technical tax issues and planning in various types of business acquisitions for C corporations and S corporations.

Major Topics:

  • Sale of corporate assets and allocation of purchase price, including a case study
  • More on allocations of personal goodwill, covenants not to compete, consulting agreements and intangible property
  • The issues in the purchase of C corporation stock
  • Tax free acquisitions and reorganizations with helpful charts and cases
  • Special issues of S corporation transactions
  • A whole chapter devoted to the complexities of 338 elections and 338(h)(10)
  • Limits on using NOL’s

Learning Objectives:

  • Identify corporate attributes, including those for credits and capital losses that carry over in an acquisition
  • Discuss the role cost recovery plays in an asset acquisition and the methodologies available to a buyer to allocate cost to assets acquired, and how miscellaneous intangibles that arise in and facilitate an acquisition transaction are allocated to purchase price when §197 assets are acquired
  • Know how a corporate reorganization is taxed and the requirements for A, B, and C reorganizations
  • Appreciate the deemed sale of assets by a target when a §338 election is made and how §338(h)(10) is used and its impact on S corporation shareholders
  • Understand the requirements to qualify a subsidiary liquidation under §332 and §337, the tax consequences to a parent corporation and to the liquidating subsidiary, and the carryover or adjustment of tax attributes in a complete liquidation of a subsidiary into a parent corporation

Designed For: Experienced practitioners who wish to learn about this specialized area of the law
Level of Knowledge: Intermediate
Prerequisite: A course in, or hands-on experience with, business acquisitions; experience in dealing with S corporations and C corporations
Advanced Preparation: None
Credits: 8