This boot camp is an intensive instructor-led training program where trainees learn about legal and tax structures in M&A with a specific focus on the differences and contrasting motivations between asset sales and stock sales. We begin with a quick review of purchase price allocation before walking through the different transaction structures and the significant tax and accounting implications of each. We will examine the benefits and considerations of each deal structure to the buyer and seller and analyze how a negotiation can optimize their outcomes. We conclude with a look at the deal structure’s impact on financial models.
- Understand the differences between asset sales (including 338h10 elections) and stock sales.
- Learn how the different ways to structure a deal creates significant tax and accounting implications for both the buyer and seller.
- Understand taxation issues, including deferred taxes created by the step-up of asset values.
- Gain insight into legal considerations in acquisitions.
- Key learning objectives include:
- Tax Basis Step Ups in Asset Sale vs Stock Sale
- Quantifying PV of Acquirer Tax Benefits in Tax Basis Step Up
- Seller Preferences in M&A Deal Structuring
- Calculating Target Proceeds in M&A in Asset vs. Stock Sale
- Taxable Sales: Introduction and Acquirer Perspective
- Taxable Sales including 338(h)(10): Target Perspective
- NOLs in M&A
- NOLs for 80%+ owned subsidiaries
- Selling S-Corporations and subsidiaries
- Aggregate Deemed Sales Price (ADSP)
- Nontaxable Sales
This virtual training session is scheduled for 1-5p (ET). The session will use interactive exercises as learners move back and forth between classroom lecture and small group breakout rooms.
Comprehensive training materials and unlimited e-mail support for content-related questions for 12 months post-seminar.
Earn 4.5 CPE Credits for this Seminar
Wall Street Prep is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.
Our instructors are all practitioners with years of directly relevant real- world experience and have a passion for teaching. They understand the importance of teaching in a way that empowers students to apply the lessons from the classroom directly on the job.
Participants may cancel up to 3 weeks prior to the event for a full refund. A 20% cancellation fee will apply up to 1 week prior to the event. No refunds will be granted for cancellations made within 1 week of the event. Wall Street Prep reserves the right to cancel the seminar if enrollment is insufficient. Trainees will be refunded in full in the event of a cancellation.