Global mergers and acquisitions deals reached over $570 billion in the first quarter of 2010.  The markets have seen a strong recovery and corporate acquisitions are in the news daily.  Networking Seminars Taxation of Cross-Border Mergers and Acquisitions conference will provide a comprehensive overview to tax strategies and techniques that are important in every deal as well as discuss financing M&A transactions in the current market. 

This introductory level conference is corporate tax executives, CPAs, M&A specialists, tax and M&A attorneys, venture capitalists, fund managers and bankers.  There is no advance preparation for this group live seminar.  The seminar is transitional and non-transitional which is appropriate for new and experienced attorneys.  Earn 14 CPE/CLE credits.

Registration Information

MONDAY, NOVEMBER 15, 2010

8:00 am Registration and Continental Breakfast

8:30 am Introduction & Overview to the M&A Environment including Subchapter C Reorganization Rules

• General Overview of M&A
• Tax Considerations of Asset and Stock Acquisitions
  • Competing Objectives of Buyer and Seller
  • Compare and Contrast Taxable vs Tax Free
• Integration Considerations - Timing Issues
• Tax Free Asset Acquisition Structures
• Tax Free Stock Acquisition Structures
• Stock Acquisitions Treated as Asset Acquisitions
• Internal Restructuring
  • Internal Mergers and Stock Transfers
• Step Transaction Issues
  • "Check the Box Elections"

10:15 am Refreshment Break

10:30 am Outbound Transfers of Property - Section 367 (a)

• Transfers of Property to Foreign Subsidiary
• Types of Transfers Governed by Outbound Transfers
• Qualifying Assets
• Excepts to the General Rule Section 367 (a) (2) and (3)
• Regulations Under Section 367(a)(5) for Outbound Transfers
• Recognizing a Section 304 Transaction

12:00 pm Networking Luncheon

1:00 pm Inbound and Foreign-to-Foreign Transfers of Property - Section 367 (b)

• Foreign to Foreign Acquisitions
• Inbound Acquisitions and Liquidations
• Special Rules, Developments, and Planning Considerations

2:15 pm   Refreshment Break

2:30 pm   Section 367 (d) Transfers of Intangible Property

• Operating intangibles
• Definition of Intangible Property in section 936(h)(3)(B) that constitutes property for purposes of sections 332, 351, 354, 355, 356, or 361
• A transfer of assets by the transferor corporation to the acquiring corporation under section 361(a)

4:30 pm Question & Answers

4:45 pm Conference adjourns for the day

TUESDAY, NOVEMBER 16, 2010

8:00 am Continental Breakfast

8:45 am Co-Chair Recap of Day One and Overview

9:00 am  Taxable Transactions in Cross-Border M&A

• Third-party M&A transactions
• Overview of section 1248
• Defining the controlled foreign corporations sections 953(c)(1)(B) and 957
• Determination of earnings and profits attributable to the stock of a CFC
• Foreign Partnerships
• Section 338 elections

10:00 am Tax Due Diligence

• Conducting an independent tax due diligence
• Taking measures to limit acquired tax risks and how it affects purchase price
• Examining country risk issues and questions relating to their accounting and legal contracts and obligations
• Obtaining specific tax statements, audit reports, transfer pricing policy, & compliance process
• Share deal versus asset deal: requirements & benefits

10:45 am Refreshment Break

11:00 am The Financing of M&A Transactions

• How to achieve a tax-effective structure
• Debt pushdown strategies
• Leveraged buy-outs
• Practical examples

12:30 pm  Preparation for Potential Audit Issues

• What tax authorities challenge in your restructuring?
• How authorities challenge your restructuring
• Re-examining the substance of your documentation
• distributors or marketing service providers
• Outcome of disputes and the position of the courts
• How groups defend their position in these disputes

1:30 pm Conference Concludes

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