Corporate Taxation - CLE, Continuing Legal Education - ALI
Corporate Taxation
  • Cosponsored by the ABA Section of Taxation
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Why You Should Attend

Does your practice require you to manage all the complex issues that arise when structuring corporate transactions? If so, our faculty of Treasury and IRS officials, practitioners from top notch law firms and major accounting firms, and in-house corporate tax lawyers and accountants will arm you with practical strategies and the latest techniques needed to do this skillfully and successfully. Corporate Taxation is the Corporate Tax Law CLE course to take for 2013.

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What You Will Learn

Learn about basic merger and acquisition structures and their consequences, including:

taxable structures involving section 338(h)(10) elections and other basis step-up techniques

tax-free corporate reorganizations

section 351 acquisition structures

taxable and tax-free acquisitions involving disregarded entities

the treatment of contingent liabilities


The course also emphasizes complex issues and cutting-edge acquisition structures, including:

the use of corporate joint ventures, spin-offs, and other divestiture techniques

transactions involving escrowed and contingent consideration

structures to accommodate private equity investors

tax provisions of M&A agreements

special issues involving compensation obligations

post-acquisition restructurings and integrations

cross-border mergers and acquisitions

issues in joining and leaving a consolidated group

M&A structures involving pass-through entities


In addition to structures, faculty will examine hot topics, current transactions, and the legislative horizon. A special one-hour session considers unique ethical issues and what every tax executive should know about the economic substance doctrine, and all registrants are treated to a keynote luncheon.


This program offers terrific networking opportunities, including a networking reception at the conclusion of Thursday’s instruction. Time is reserved throughout the program to address registrants’ questions.


[Programming note: For those who are new to this field or those who want a refresher, this course begins Wednesday evening with an optional two-hour introductory lecture that provides a summary of basic merger and acquisition structures.]

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Who Should Attend

In-house corporate tax counsel, managers, and professionals practicing through firms who handle all areas of corporate tax law should attend this accredited continuing legal education program from ALI CLE.

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Planning Chairs

Julie A. Divola, Pillsbury Winthrop Shaw Pittman LLP, San Francisco (also on faculty)

Rose L. Williams, National M&A Transaction Advisory Services, Ernst & Young LLP, Washington, D.C. (also on faculty)

Philip B. Wright, Bryan Cave LLP, St. Louis (also on faculty)

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From the Government

Jennifer H. Alexander, Attorney-Advisor, Office of the Tax Legislative Counsel, Department of the Treasury,  Washington, D.C.

William D. Alexander, Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.

David B. Bailey, Senior Technical Reviewer, Associate Chief Counsel (International), Internal Revenue Service, Washington, D.C.

Kenneth E. Cohen, Senior Technician Reviewer, Branch 3, Office of Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.

Stephen P. Fattman, Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.

Marie C. Milnes-Vasquez, Chief,  Branch 4, Office of Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.

 Filiz A. Serbes, Chief, Branch 3, Office of Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.

Krishna P. Vallabhaneni, Department of the Treasury, Attorney-Advisor (Tax Legislation), Office of the Tax Legislative Counsel, Washington, D.C.

Brenda Zent, Taxation Specialist, Office of International Tax Counsel, Department of Treasury,  Washington, D.C.

  From Private Practice, Financial Institutions, Corporations, and Law Schools

Neil Barr, Davis Polk & Wardwell LLP, New York

Joseph Calianno, Partner, International Technical Tax Practice Leader, Grant Thornton LLP, Washington, D.C.

John J. Clair, Jr., Latham & Watkins LLP, Los Angeles

Marc Countryman, Partner, National M&A and Transaction Advisory Services, Ernst & Young LLP, Washington, D.C.

 Robert J. Crnkovich, Principal, National Tax Department, Ernst & Young LLP, Washington, D.C.

Jasper L. (Jack) Cummings, Jr., Alston & Bird LLP, Durham, North Carolina

Michael A. DiFronzo, Partner, PricewaterhouseCoopers LLP, Washington, D.C.; former Deputy Associate Chief Counsel (International - Technical), Office of Chief Counsel, Internal Revenue Service

John N. Geracimos, Director, Washington National Tax, KPMG LLP, Washington, D.C.

Karen Gilbreath-Sowell, Principal, National Tax Department, Ernst & Young LLP, Washington, D.C.

Mark R. Hoffenberg, Principal-in-Charge, Corporate Group, Washington National Tax, KPMG LLP, Washington, D.C.

Rachel D. Kleinberg, Davis Polk &Wardwell, Menlo Park, California

Joseph M. Pari, Linklaters, New York

Michael L. Schler, Cravath, Swaine & Moore LLP, New York

Mark J. Silverman, Steptoe & Johnson LLP, Washington, D.C.

Eric B. Sloan, Managing Principal, Passthroughs, National Tax Office, Deloitte Tax LLP, Washington, D.C.

Eric Solomon, Ernst & Young LLP, Washington, D.C.; former Assistant Secretary of Treasury, Office of Tax Policy, U.S. Department of the Treasury, Washington, D.C. (Luncheon Speaker)

Lewis R. Steinberg, Managing Director, Head of Strategic Advisory (Investment Banking), Credit Suisse Securities (USA) LLC, New York

Matthew Stevens, Ernst & Young LLP, Washington, D.C.

Dana L. Trier, Adjunct Professor in Taxation, University of Miami School of Law, Coral Gables, Florida

Gordon Warnke, Linklaters, New York

Robert H. Wellen, Ivins, Phillips & Barker, Chartered, Washington, D.C.

R. David Wheat, Thompson & Knight LLP, Dallas

Michael J. Wilder, McDermott Will & Emery LLP, Washington, D.C.

ALI CLE Program Attorney: Thomas M. Hennessey (

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Program Schedule

All times are Eastern Time.

Wednesday, April 3, 2013

5:00 p.m. Early Registration

5:30 p.m. Optional Introductory Lecture: Mergers and Acquisitions Tax PrimerMessrs. Alexander and Wright and Mss. Divola and Williams 
Our experts review basic merger and acquisition tax rules. This session will be helpful for registrants who have limited experience in merger and acquisition tax issues and those who want a refresher course.

7:30 p.m. Adjournment for the Day

Thursday, April 4, 2013

7:30 a.m. Registration and Continental Breakfast

8:25 a.m. Administrative RemarksALI CLE Staff

8:30 a.m. Introductory Remarks and Course OverviewMss. Divola and Williams and Mr. Wright

Video Webcast Segment A

8:45 a.m. Taxable Acquisition StructuresMs. Gilbreath-Sowell and Messrs. Cohen and Silverman 
Common forms of taxable asset and stock transfers, including section 338(h)(10) elections; going public and section 338(h)(10) transactions; step transaction issues, including the distribution of assets prior to a taxable sale; creative use of disregarded entities; treatment of escrowed and contingent consideration and contingent liabilities

10:00 a.m. Tax-Free Merger and Acquisition StructuresMessrs. Clair, Countryman, and Vallabhaneni
Common forms of tax-free asset and stock reorganizations; characterization issues that arise in connection with an M&A practice, including liquidation- reincorporation issues and overlapping transactions; creative use of disregarded entities; creative use of “F” reorganizations, including structuring to isolate contingent liabilities; section 351 acquisition structures; considerations for upstream and downstream mergers

11:15 a.m. Networking and Refreshment Break

11:30 a.m. Selected Compensation Issues Related to AcquisitionsMessrs. Barr and Trier and Ms. Serbes
Tax issues associated with assuming or eliminating qualified and nonqualified deferred compensation obligations in connection with an acquisition, including the tax treatment of the cancellation/acceleration of the obligation; allocation of the deduction between the buyer and the seller; whether payments must be capitalized or can be currently deducted; the treatment of such issues in transactional agreements

12:45 p.m. Luncheon and AddressMr. Solomon
(Not webcast or recorded; not for MCLE credit)

Sponsored by Bryan Cave LLP, Ernst & Young LLP, and Pillsbury Winthrop Shaw Pittman LLP

Video Webcast Segment B

2:15 p.m. Cross-Border Considerations: U.S. Tax Issues in Acquisitions of Non-U.S. OperationsMessrs. Bailey, Calianno, DiFronzo and Ms. Zent
Financing the acquisition; international considerations in a section 338 election; the effect of section 1248 on buyers, sellers, and acquisition structures, including due diligence considerations; structuring cross- border reorganizations; section 367 considerations; minimizing adverse tax consequences associated with post- acquisition restructuring, including repatriation considerations, subsequent qualification or avoidance of section 304, and "D" reorganizations; inversion transactions; the impact of recent legislation and legislative proposals

3:30 p.m. Networking and Refreshment Break

3:45 p.m. Issues in Joining and Leaving a Consolidated GroupMessrs. Hoffenberg, Schler, and Wilder and Ms. Milnes-Vasquez
Consideration of common issues that arise whenever a member joins or leaves a consolidated group, including allocation of income and deductions, tax year end, elections (waiver of losses, section 382), triggering of items (intercompany gains or losses, excess loss accounts), earnings and profits (allocation or blow up), and methods of accounting; discussion of how to deal with these issues in stock purchase agreements and tax separation agreements

5:00 p.m. Adjournment for the Day, Networking Reception for Registrants and Faculty

Friday, April 5, 2013

8:00 a.m. Continental Breakfast and Networking Session

Video Webcast Segment C

8:30 a.m. Special Morning Session: Hot Topics and Cutting-Edge StructuresMessrs. Pari and Steinberg

9:45 a.m. Divisive Transactions: StructuresMessrs. Fattman, Geracimos, Solomon, and Steinberg 
Spin-off, split-off, and split-up transactions, including an overview of common Morris Trust and Reverse Morris Trust transactions; monetization and value extraction without gain recognition; issues raised in recent and pending legislation, regulations, and rulings, including the final “hot stock” regulations; discussion of current IRS ruling policy

11:00 a.m. Networking and Refreshment Break

11:15 a.m. Ethics and Tax Practice: The Economic Substance DoctrineMessrs. Cummings and Stevens 
“Post-codification” court decisions and IRS guidance that either relies on or rejects reliance on the economic substance doctrine in debt-equity situations, foreign tax credit planning, and other tax benefits attacked by the IRS; the economic substance doctrine as applied to recent criminal cases

12:15 p.m. Lunch Break

Video Webcast Segment D

1:30 p.m. M&A Agreements: Traps, Trends and TipsMessrs. Warnke and Wheat
Recent trends in drafting transactional agreements, including the treatment of tax benefits in agreements; current trends and structures, such as tax receivable agreements, section 382 poison pills, and the treatment of losses and other tax benefits in stock purchase or merger agreements

2:30 p.m. Integration PanelMessrs. Alexander, Cummings, and Wellen and Ms. Kleinberg
IntraGroup Restructurings and methods blessed by recent letter rulings for moving assets around an affiliated group without section 311 gain or loss recognition, through use of sections 332, 355, and Reg. 1.368-2(k)

3:45 p.m. Networking and Refreshment Break

4:00 p.m. M&A Structures with Joint Ventures, Pass-Throughs, and Disregarded EntitiesMs. Alexander and Messrs. Crnkovich and Sloan 
Issues that arise in connection with corporate acquisitions involving pass-through entities, including the issues unique to corporate joint ventures and partnerships and corporate acquisitions involving partnerships; the interplay of subchapter K and subchapter C, including entity/aggregate issues; the continuity of business enterprise doctrine; active trade or business requirement; zero basis issues; and conversion of partnerships and corporations; Rev. Rul. 99-6

5:15 p.m. Adjournment

Total 60-minute hours of instruction: 15.5, including one hour of ethics and the optional introductory lecture

Suggested Prerequisite: Limited experience in legal practice in subject matter

Educational Objective: Maintenance of professional competence as a practitioner; provision of information on recent legal developments; development of proficiency in performance of intricate and complex legal tasks within a narrow area

Level of Instruction: Advanced

Click Here for MCLE Credit Information

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Here's what registrants have said about this course:

Both the instructors and the materials were excellent!

This was a very good statutory and theoretical seminar.

The taxable transactions panel was excellent and the consolidated panel did a great job explaining complex issues at a higher level.

A complex and difficult body of tax law, with significant planning opportunities and uncertainties depending on the situation. I thought the faculty did a great job given the subject matter.

All classes were very good.

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