Mobile Edition

Deal Structure for Mergers and Acquisitions (4171994C)

Date:Monday, December 18, 2017
Time:11:30AM - 7:00 PM
(Registration at 11:00AM)
Facility:Webcast or Webinar, Online
CPE Credit:8.0 Technical Business
Instructor: George Shewchuk
Vendor:California CPA Education Foundation
Course Level:Intermediate
Early Bird Price:$245.00 FICPA Members, $365.00 Non-Members


Changes in the transaction structure of merger and acquisition 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. 

  • 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.
  • 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 approaches to calculating net tax cash flow.

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 study with schedules

Who Should Attend:

CPAs and financial professionals who want to understand the M&A process and practical tips for calculating net tax cash flow.

General understanding of ordinary income and capital gain taxation as well as general knowledge of regular and S corp structures.

Advanced Preparation:


If listed below, select the appropriate sessions or options to continue with your purchase.

Registration Status: CLOSED - Online registration for this course is now closed. Please contact the Member Service Center at (800) 342-3197 if you wish to inquire about registering.