Mergers and Acquisitions: Complete Guide to Relevant Issues

Overview

Arthur Werner will provide financial professionals with the information their teams will need to successfully plan and execute mergers and acquisitions.

Highlights

• Taxable asset acquisitions vs. non-taxable stock/equity acquisitions 
• What happens in an asset acquisition 
• What happens in a stock or equity acquisition 
• 338 and 336 elections 
• Basics of 382 
• Basics of 280G 
• Earnouts and contingent payments 
• Assumed liabilities 
• Acquired reserves 
• Acquired deferred revenue 
• Treatment of transaction costs 
• Basics of mixed entity transactions, examples such as: 
  o C-Corp buys an interest in a partnership 
  o C-Corp buys an S-Corp 
  o C-Corp buys an interest in an LLC (lots of possibilities here) 
  o S-Corp buys a partnership 
  o S-Corp buys a C-Corp o S-Corp buys an interest in an LLC 
  o Partnership acquisitions of various entity types 
  o Very basic overview of tax-free re-organizations 
  o High level overview of entity formations 
  o High level of entity liquidations or terminations 
  

Prerequisites

Three to four years’ experience with mergers and acquisitions

Designed For

CPAs, EAs, and attorneys

Objectives

At the end of this course participants will be able to:  Differentiate issues related to asset acquisitions and stock acquisitions  Explain various elections (such as IRC Sections 336 and 338)  Describe mixed entity transactions

Notice

 Group-live demonstration and discussion  Login instructions for the webcast will be emailed two days prior to the course date along with electronic materials. Instructions and materials will also be posted in the “My CPE” section of the NESCPA website.