The world of mergers and acquisitions is heating up again and attracting global attention. Major announcements of recent deals and offers, both domestic and cross-border seem to be in the news on a regular basis. New tax, accounting and regulatory developments are opening up opportunities as well as challenges and requiring practitioners to sharpen their skills in this area.

Networking Seminars invites you to learn about the latest tax strategies and techniques in structuring both domestic and cross-border acquisitions as well as the latest developments in tax regulations and regulatory pronouncements. Our faculty will explain these developments and will help you understand the numerous problems and opportunities confronting both acquiring companies and targets. The program will provide step-by-step explanations of the strategies and techniques used to reach tax efficient practical solutions. Both corporate tax department personnel, M&A specialists and public practitioners will find this conference extremely useful.

This seminar is for corporate tax, finance and accounting executives, CPAs, tax attorneys and counsel.  There is no advance preparation or prerequisites for this group live seminar. This basic level seminar will explain the various aspects of taxation for U.S. multinational corporations. Field of Study: Taxes Earn Up to 15 CPE/CLE Credits

MONDAY, JULY 24, 2017

8:30 AM Registration and Continental Breakfast

9:00 AM Overview of Taxation of Mergers and Acquisitions

  • Structuring the deal
  • Overview of taxable and tax free acquisitions
  • Examples of typical transactions under Subchapter C and alphabetical classes of reorganizations
  • Role of the tax director in corporate M&A deals
  • Frequently encountered traps and opportunities

10:30 AM Refreshment Break

10:45 AM Consolidated Return Issues in Acquisitions and Dispositions

  • Affiliation and consolidated group continuation
  • Breaking the consolidated affiliated group
  • SRLY rules for newly-acquired group members
  • Excess loss accounts
  • Unified loss rule

12:15 PM Luncheon

1:15 PM Strategies for Making a Section 338(h)(10) Election

  • When can a stock purchase be treated like an asset purchase
  • What are the benefits of electing asset sale treatment
  • Considerations for buyer - considerations for seller
  • Structuring and capturing the valued added by a Section 338(h)(10) election in an IPO
  • Impact of step transaction
  • “Claw back” or tax sharing agreements

2:15 PM Contingent Liabilities in Merger and Acquisition Transactions

  • Taxable asset acquisitions
  • Comparison of book versus tax liabilities
  • Impact on buyer and seller
  • Timing issues.
  • Tax treatment of earn-outs and other contingent consideration
  • Tax treatment of deferred revenue

3:15 PM Break for Refreshments

3:30 PM Conducting Tax Due Diligence

  • Indemnification issues
  • Key tax issues in reviewing acquisition documents
  • Allocation of purchase price
  • Tax sharing agreements
  • Target’s tax elections
  • Foreign tax credit documentation and carryover issues
  • State tax nexus issues, sales and property taxes
  • A check list to get you through key aspects of tax compliance.

5:00 PM Conference Adjourns for the Day

TUESDAY, JULY 25, 2017

8:00 AM Continental Breakfast

8:30 AM Deductibility of Acquired Corporate Tax Losses & Other Attributes

  • Treatment of net operating loss carryovers
  • Limitations under Section 382
  • NUBIGs and NUBILs
  • RBIGs and RBILs
  • Treatment of excess R&D and FTCs under Section 383.

9:30 AM Review of Innovative Tax Strategies in Recent Public M&A Transactions

  • Transaction structures,
  • Considerations of the seller and of the buyer
  • Stock vs asset sale considerations,
  • Financial/LBOs versus strategic acquisitions
  • Public versus private targets

10:45 AM Refreshment Break

11:00 AM M&A Issues Involving Partnerships, LLCs and Hybrids

  • Check the box regulations,
  • Single-member LLCs,
  • Use of LLC in corporate transactions,
  • Joint ventures and strategic alliances,
  • Partnership tax issues under Sections. 721(c) and 721(d)

12:00 PM Luncheon

12:45 PM Special Tax Issues in Outbound M&A Transactions

  • Structuring a taxable versus a tax free acquisition under Section 367(a)
  • Section 7874, including IRS Notice 2009-78 and Treasury Regulation §1.7874-2T
  • Discussion of Section 367(a)(5) & Proposed Treasury Regulation §1.367(a)-7
  • Analysis of the Treasury modifications to the check-the-box regime
  • U.S. tax consequences of transfers of tangibles and intangible assets under Sections 367(a) and 367(d)

1:45 PM Refreshment Break

2:00 PM Special Tax Issues in Inbound M&A Transactions

  • Application of Section 367(b) to mergers and acquisitions of foreign companies-basis adjustments under Notice 2005-70
  • Avoiding earning stripping limitation under Section 163 (j)
  • Understanding the U.S. tax consequences of making a Section 338 election
  • Using an LLC or other pass-through (check-the-box) entity
  • U.S. tax issues involved in selling U.S. and foreign business assets to a foreign purchaser
  • Understanding the limitation of benefit (LOB) provision under the 2006 [and 2016?] U.S. Model Income Tax Treaty

2:45 P M New Section 385 Regulations to Intercompany Debts

  • Definition of an “expanded group” and its implications
  • Impact on intergroup lending — inbound and outbound
  • Impact on intergroup cash pooling — inbound and outbound
  • Importance of documentation
  • New rules

3:30 PM Conference Ends

Conference Location

Reinhart Boerner Van Deuren, 233 South Wacker Drive, Suite 9400, Chicago, IL 60606 Phone: 312.207.5456

Recommended Hotels

W Hotel – City Center   172 W Adams St, Chicago, IL 60603Phone: (312) 332-1200

Club Quarters Hotels, the Central Loop, 111 West Adams Street, Chicago, IL 60603