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Webinar (CA): Deal Structure for Mergers and Acquisitions


Tax-focused discussion on changes in the transaction structure of merger and acquisition (M&A) deals can significantly impact after-tax cash flows. Gain a significant competitive advantage by understanding how taxes affect M&A and divestiture transaction structures. Further, examine the mechanics of M&A deals; the structures of taxable assets and stock acquisitions; triangular and reverse triangular mergers; practical issues in structuring and pricing; types of tax-free reorganizations; tax planning for divestitures; and key elements of purchase and sale documents. Plus, dive into a complex case study and coupled, different approaches to the net tax cash flow for an S corporate deal. Updated for new tax Reform and impact on M&A deals.

Learning Objectives

• Tax Focused Discussion.
• Determine the types of taxable acquisitions of C and S corps.
• Recognize the types of tax-free acquisitions of C corps and the requirements for tax-free treatment.
• Identify differences between the taxable sale of S and C corps.
• Work on examples of dropping assets into new entities for new partners
• Recognize various types of taxable and tax-free divestiture methods, including equity carve-outs, spin-offs and tracking stock and their tax consequences.
• Determine the effect of the acquisition structure on the target firm’s tax attributes.
• Identify key sections of purchase and sale documents.
• Outline necessary steps to complete a complex sample S corporate deal, including schedules.
• Identify a couple of approaches to calculating net tax cash flow.
• Discuss briefly Partnership mergers and acquisition issues

Major Topics

• Mechanics and timelines of M&A deals
• Structures of taxable asset acquisitions and stock acquisitions
• Triangular and reverse triangular mergers
• Structuring and pricing an acquisition
• Tax-free reorganizations
• Tax planning for divestitures
• Key sections of purchase and sale documents
• Case studies with schedules
• Tax return forms and elections to be aware of

California CPA Education Foundation
Course Level
CPE Field of Study
Who Should Attend

CPAs, controllers and financial professionals.

George Shewchuk

General understanding of ordinary income and capital gain taxation as well as general knowledge of C and S corp structures in addition to partnerships.

Advanced Preparation

This webinar is produced by CalCPA. You will receive your login link/instructions and Certificate of Attendance directly from this third-party vendor. It is important that you review your COCPA confirmation for details on receiving your login instructions and COA from said vendor.

Event Information
Nov 9, 2021
9:00 am - 4:30 pm MST
Total CPE Credits


$ (% off)


$ (% off)
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Webinar (CA): Deal Structure for Mergers and Acquisitions

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