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.
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.]
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.
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)
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.
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 (firstname.lastname@example.org)
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 Primer – Messrs. 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 Remarks – ALI CLE Staff
8:30 a.m. Introductory Remarks and Course Overview – Mss. Divola and Williams and Mr. Wright
Video Webcast Segment A
8:45 a.m. Taxable Acquisition Structures – Ms. 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 Structures – Messrs. 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 Acquisitions – Messrs. 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 Address – Mr. 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. Operations – Messrs. 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 Group – Messrs. 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 Structures – Messrs. Pari and Steinberg
9:45 a.m. Divisive Transactions: Structures – Messrs. 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 Doctrine – Messrs. 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 Tips – Messrs. 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 Panel – Messrs. 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 Entities – Ms. 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
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.