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. For major topics covered, see below. This course may be customized or tailored based on the needs of your organization.

*Please Note:  If you need credit reported to the IRS for this IRS approved program, please download the IRS CE request form on the Course Materials Tab and submit to kori.herrera@acpen.com

Objectives

• Differentiate issues related to asset acquisitions and stock acquisitions
• Explain various elections (such as IRC Sections 336 and 338)
• Describe mixed entity transactions

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:
  • C-Corp buys an interest in a partnership
  • C-Corp buys an S-Corp
  • C-Corp buys an interest in an LLC (lots of possibilities here)
  • S-Corp buys a partnership
  • S-Corp buys a C-Corp
  • S-Corp buys an interest in an LLC
  • Partnership acquisitions of various entity types
• Very basic overview of tax-free re-organizations
• High level overview of entity formations
• High level overview of entity liquidations or termination