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