A two day technical Update with group live instruction on Tax Developments and Strategies in Structuring Domestic & Cross-border Corporate Mergers and Acquisitions

Benefits of Attending

• Optimize the structuring of M&A transactions
• Understand the M&A issues involving partnerships, LLCs and Hybrids
• Recent developments with distressed assets and bankruptcy related companies
• Properly conduct tax due diligence
• Maximize M&A tax benefits for consolidated returns
• Minimize state taxes in M&A transactions
• Recognize special tax issues in international/cross-border transactions
• Network opportunities with other professionals and much more!

Educational Course Credit — Up to 14 CPE / CLE Credits Available

Substitutions/Cancellations

Cancellations received more than 72 business hours prior to the meeting will be issued a credit. A $350 fee will apply to cancellations received within 72 business hours of the event. No credit card or cash refunds will be issued at any time. For more information regarding administrative policies, such as complaints and refunds, please contact us at 1-914-328-5656, or e-mail info@citeusa.org. Credits will not be issued for "no shows"

CITE's block of discounted sleeping rooms is limited - reserve your sleeping room early! We cannot guarantee rates or availability. A very limited block of rooms at a reduced rate has been set aside for CITE attendees. For conferences being held at local firm centers, hotel blocks have not been arranged and accommodations are at your own discretion

Monday, October 25

  8:00 am Registration and Continental Breakfast

  8:30 am Welcome and Introduction-Co-chairs comments

  8:45 am  Overview of Taxation of Mergers and Acquisitions

• Structuring the deal
• Overview of taxable and tax free acquisitions –reverse merger transactions
• Examples of typical transactions under Subchapter C and alphabetical classes of reorganizations –treatment of intangibles
• Role of the tax director in corporate M&A deals
• Recasting  of five year income projections, analyze  financial strategies and project US tax effects on client or company.

10:15 am Refreshment Break

10:30 am Making a Sec. 338 (h) (10) Election and Strategies

• When can a stock purchase be treated like an asset purchase,
• What are the benefits of electing asset sale treatment,
• Consideration for buyer 
• Considerations for seller
• Purchase price allocations under Sec, 1060
• Amortization of intangibles.
• Structuring and capturing the valued added by a 338(h)(10) election in an IPO
• IRC Section 197 issues
• “Claw back” or tax sharing agreements

12:15 pm Luncheon

1:30 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.

3:00 pm Refreshment Break

3:15 pm 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 Secs. 721(c) and (d)

4:15 pm Recent Issues Involving Deductibility of Acquired Corporate Tax Losses & Other Attributes

• Treatment of net operating loss carryovers and limitations under Sec. 382
• Understanding Sec. 383 - treatment of excess R&D and FTCs
• E&P and Other Special Items
• Analyzing the deductibility of transaction costs

5:15 pm Conference Adjourns for the day

Tuesday, October 26

8:45 am Co-chair Remarks on Day One

9:00 am Contingent Liabilities in Merger and Acquisition Transactions

• Taxable asset acquisitions
• Tax-free acquisitions,
• Impact on buyer and seller
• Timing issues.
• Tax treatment of earnouts and other contingent consideration

10:00 am Refreshment Break

10:15 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

11:15 am Special Tax Issues in Outbound M&A Transactions

• Structuring a taxable versus a tax free acquisition under  Sec.367(a)
• Section 7874, including notice 2009-78 and Treasury Regulation 1.7874-2T
• Discussion of Section 367(a)(5) & Proposed Treasury Regulations 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)

12:15 pm LUNCHEON

1:15 pm 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,
• Sec. 351(g) and (e) techniques,
• Financial/LBOs versus strategic acquisitions
• Public versus private targets

3:15 pm Break for Refreshments

3:30 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 Sec. 163 (j)
• Understanding the U.S. tax consequences of making a section 338 election
• Using an LLC or other pass-through (heck-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 U.S. Model Income Tax Treaty

5:00 pm Conference Ends

CITE Conference Registration - Page 1

There are 3 ways to register for a CITE Conference:

1. Complete this form and fax Page 2 to 914-328-5757
2. Call us directly at 914-328-5656
3. Complete the online registration process

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