In this practical webinar, you’ll receive step-by-step guidance on structuring your client’s purchase or sale of a business in the most tax-efficient way possible. You’ll learn about the pros and cons of an asset versus a stock sale, the tax ramifications of each type of sale, how to assess which structure is appropriate for your client, and how to draft purchase and sale documents that reflect your client’s intent. Upon successful completion of this course, you will be able to:
- Identify useful tools for structuring a business sale transaction with positive tax results
- Utilize negotiating and drafting techniques for the purchase and sale of a business from the perspective of both the buyer and seller, including:
- The seller’s and the buyer’s considerations in negotiating the transaction
- The impact of the target company’s characteristics
- The effect of elections under IRC 338, § 336(e) and Treas. Reg. 1.1502-36(d)
- International tax and state/local tax considerations
- Contractual protections
- Recognize the impact of the entity type on the buyer’s and seller’s perspective in a sale
- Identify the circumstances in which an asset sale or a stock sale would benefit a buyer or seller
- Draft provisions relating to elections under IRC 338, § 336(e) and Treas. Reg. 1.1502-36(d)
- Draft tax indemnification provisions in a purchase and sale agreement
- List best practices for drafting purchase price allocation provisions in the purchase and sale agreement
Matthew Donnelly
Baker Botts
Matthew Donnelly is currently Special Counsel at Baker Botts. Mr. Donnelly regularly counsels public and private companies on a broad range of domestic and international U.S. federal income tax issues, including mergers, acquisitions, dispositions, joint ventures, debt and equity offerings, bankruptcy restructurings, transfer pricing, real estate investment trusts and tax-equity financings. He is a graduate of the University of Iowa College of Law and Northwestern University School of Law.
Paul Schockett
Skadden Arps
Paul Schockett is tax counsel at Skadden Arps in Washington, D.C. Mr. Schockett advises public and private companies on a broad range of U.S. federal income tax issues, including mergers, acquisitions, dispositions, joint ventures, debt and equity offerings, bankruptcy restructurings and tax-equity financings. Additionally, Mr. Schockett has co-authored articles regarding renewable energy tax benefits, partnership taxation, and tax aspects of troubled company workouts. He is a graduate of Fordham University School of Law and New York University School of Law.
CLE Credits (Law)
| Credit | Value | Type | Format |
|---|---|---|---|
In some CLE states, the course will be submitted to the bar after you register. If for any reason the course is not approved, we will fully refund your registration fee. If a state is listed on this course, then we are confident the course fits that state's standards and already is or will be approved for credit.
Accounting Credits
| Credit | Value | Field of Study | Format |
|---|
Clear Law Institute is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.learningmarket.org. For more information regarding administrative policies such as complaint and refund, please see the tab above on our Money-Back Guarantee or contact us at 703-372-0550.
CPE Credit - Maximum Credit Hours: Please see above. You must attend at least 50 minutes to obtain credit. Fields of Study: Please see above. Teaching Method: Lecture. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state’s regulatory board.
Clear Law Institute has registered with the Texas State Board of Public Accountancy as a CPE Sponsor. This registration does not constitute an endorsement by the Board as to the quality of our CPE Program.
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Can I still receive Continuing Education Credits if I view the webinar recording instead of the live presentation?
In most cases, the answer is yes. Recorded webinars are not eligible for CLE credit in the following states: AR, KS, MS, NE, and RI. In all other jurisdictions, recorded programs are eligible for credit. In addition, CPE credit is not available for recorded webinars. Please note that recorded webinars are only eligible for a certain period of time based on the jurisdiction. To ask about your specific type of Continuing Education Credit or the requirements in your jurisdiction, please call us at 703-372-0550 or contact us.
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100% of attendees recommend this webinar
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from 5 customer reviews
4 out of 5
Andy F.
4 out of 5
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Mark G.
5 out of 5
All in all, this is a great survey of the topic, and it was useful.
Juliana N.
5 out of 5
good overview
Andrew B.