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
• Learn how to properly conduct tax due diligence
• Maximize M&A tax benefits for consolidated returns
• Maximize the benefits of making a Sec. 338(h)(10) election
• Recognize special tax issues in international/cross-border transactions
• Understand the impact of contingent liabilities and deductibility of corporate tax losses in doing an M&A transaction

Educational Course Credit — Up to 15.5 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

Day One

8:00 am Registration and Continental Breakfast

8:45 am CITE Welcome and Introduction

9:00 am Overview of Taxation of Mergers and Acquisitions

• Structuring the deal
• Overview of taxable and tax free acquisitions
• Examples of typical transactions under Subchapter C and alphabetical classes of reorganizations
• Role of the tax director in corporate M&A deals
• Frequently encountered traps and opportunities

10:30 am Refreshment Break

10:45 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

12:15 pm Summary & Q&A

12:30 PM LUNCHEON

1:45 pm Strategies for Making a Sec. 338 (h) (10) Election

• When can a stock purchase be treated like an asset purchase
• What are the benefits of electing asset sale treatment
• Considerations for buyer - considerations for seller
• Structuring and capturing the valued added by a 338(h)(10) election in an IPO
• Impact of step transaction
• “Claw back” or tax sharing agreements

3:00 pm Break for Refreshments

3:15 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.

5:15 pm Conference Adjourns for the Day

Day Two

7:30 am Continental Breakfast

8:30 am Co-chair Remarks on Day One

8:35 am Contingent Liabilities in Merger and Acquisition Transactions

• Taxable asset acquisitions
• Comparison of book versus tax liabilities
• Impact on buyer and seller
• Timing issues.
• Tax treatment of earn-outs and other contingent consideration
• Tax treatment of deferred revenue

9:35 am Deductibility of Acquired Corporate Tax Losses & Other Attributes

• Treatment of net operating loss carryovers
• Limitations under Section 382
• NUBIGs and NUBILs
• RBIGs and RBILs
• Treatment of excess R&D and FTCs under Section 383.

10:35 am Refreshment Break

10:45am 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,
• Financial/LBOs versus strategic acquisitions
• Public versus private targets

12:00 pm Summary & Q&A

12:15 pm LUNCHEON

1:30 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)

2:30 pm Refreshment Break

2:45 pm 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)

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

4:15 pm Summary & Q&A

4:30 pm Conference Ends

Bloomberg BNA | CITE Conference Registration - Page 1

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1. Complete this form and fax Page 2 to 914-328-5757
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