Corporate Taxation
Why Attend?
Your practice requires you to manage the full array of complex issues that arise when structuring corporate transactions. Our faculty of Treasury and IRS officials, practitioners from top notch law firms and major accounting firms, and in-house corporate tax lawyers and accountants will arm you with practical strategies and the latest techniques needed to do this skillfully and successfully.
What You Will Learn
The program, comprising 15 hours of instruction, starts with basic merger and acquisition structures and their consequences, including:
taxable structures involving section 338(h)(10) elections and other basis step-up techniques
tax-free corporate reorganizations
section 351 acquisition structures
taxable and tax-free acquisitions involving disregarded entities
the treatment of contingent liabilities
The course also emphasizes complex issues and cutting-edge acquisition structures.
Among them are:
the use of corporate joint ventures, spin-offs, and other divestiture techniques
transactions involving escrowed and contingent consideration • structures to accommodate private equity investors
acquisitions and restructurings of troubled companies
special issues involving compensation obligations
post-acquisition restructurings
cross-border mergers and acquisitions
issues in joining and leaving a consolidated group
M&A structures involving pass-through entities
Beyond structures, the program also examines hot topics, current transactions, and the legislative horizon. This course is designed to help both in-house corporate tax counsel and managers and professionals practicing through firms. A special 90-minute session considers unique ethical issues and what every tax executive should know about tax opinions.
The course also features a keynote luncheon address by John Buckley, Former Chief Democratic Tax Counsel in the U.S. House of Representatives Committee on Ways and Means and Professor, Georgetown University Law Center. This program offers terrific networking opportunities, including a networking reception at the conclusion of Thursday’s instruction.
Time is reserved throughout the program to address registrants’ questions. An optional two-hour introductory session providing a summary of basic merger and acquisition structures is also offered the evening before the first full day of programming.
Planning Chairs
Julie A. Divola, Pillsbury Winthrop Shaw Pittman LLP, San Francisco (also on faculty)
Rose L. Williams, National M&A Transaction Advisory Services, Ernst & Young LLP, Washington, D.C. (also on faculty)
Philip B. Wright, Bryan Cave LLP, St. Louis (also on faculty)
LUNCHEON SPEAKER
John L. Buckley, Professor, Graduate Tax Program, Georgetown University Law Center, Washington, D.C.; Former Chief Tax Counsel, Committee on Ways and Means, U.S. House of Representatives
Faculty
From the Government
Jennifer H. Alexander, Attorney-Advisor, Office of Tax Policy, U.S. Department of the Treasury, Washington, D.C.
William D. Alexander, Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.
Kenneth E. Cohen, Senior Technician Reviewer, Branch 3, Office of Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.
Stephen P. Fattman, Special Counsel to the Associate Chief Counsel (Corporate), Office of Chief Counsel, Internal Revenue Service, Washington, D.C.
Lisa Fuller, Chief, Branch 5, Office of Associate Chief Counsel (Corporate), Internal Revenue Service, Washington D.C.
Lee A. Kelley, Senior Counsel, Office of Tax Policy, U.S. Department of the Treasury, Washington, D.C.
Marie C. Milnes-Vasquez, Office of the Associate Chief Counsel, Internal Revenue Service, Washington, D.C.
Filiz A. Serbes, Chief, Branch 3, Office of Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.
Brenda Zent, Attorney-Advisor, Office of International Tax Counsel, U.S. Department of the Treasury, Washington, D.C.
From Private Practice, Financial Institutions, Corporations, and Law Schools
Neil Barr, Davis Polk & Wardwell LLP, New York
Peter H. Blessing, Shearman & Sterling LLP, New York
Audrey Nacamuli Charling, Senior Tax Counsel, General Electric Company, Stamford, Connecticut
Marc A. Countryman, Ernst & Young LLP, San Francisco, CA
Robert J. Crnkovich, Ernst & Young LLP, Washington, D.C.
Jasper L. (Jack) Cummings, Jr., Alston & Bird LLP, Durham, North Carolina
Michael A. DiFronzo, PricewaterhouseCoopers LLP, Washington, D.C.; former Deputy Associate Chief Counsel (International - Technical), Office of Chief Counsel, Internal Revenue Service
Jonathan Forrest, Principal, Deloitte Tax LLP, Washington, D.C.
John N. Geracimos, Director, Washington National Tax, KPMG LLP, Washington, D.C.
Mark R. Hoffenberg, Principal-in-Charge, Corporate Group, Washington National Tax, KPMG LLP, Washington, D.C.
Kenneth E. Kempson, Senior Tax Counsel, Director of Tax Examination, General Electric Corporate Tax, Stamford, Connecticut
Philip J. Levine, McDermott Will & Emery LLP, Washington, D.C.
Joseph M. Pari, Dewey & LeBoeuf LLP, Washington, D.C.
Michael L. Schler, Cravath, Swaine & Moore LLP, New York
Mark A. Schneider, Principal, Deloitte Tax LLP, Washington, D.C.
Mark J. Silverman, Steptoe & Johnson LLP, Washington, D.C.
Eric B. Sloan, Co-Managing Principal, Passthroughs, National Tax Office, Deloitte Tax LLP, Washington, D.C.
Eric Solomon, Ernst & Young LLP, Washington, D.C.; former Assistant Secretary of Treasury, Office of Tax Policy, U.S. Department of the Treasury, Washington, D.C.
Lewis R. Steinberg, Managing Director, Head of Strategic Advisory (Investment Banking), Credit Suisse Securities (USA) LLC, New York
Dana L. Trier, Adjunct Professor in Taxation, University of Miami School of Law, Coral Gables, Florida
Robert H. Wellen, Ivins, Phillips & Barker, Chartered, Washington, D.C.
Michael J. Wilder, McDermott Will & Emery LLP, Washington, D.C.
Lowell D. Yoder, McDermott Will & Emery LLP, Chicago
ALI-ABA Staff Attorney: Kevin J. O’Connor, Associate Director, Office of Courses of Study
Program Schedule
Wednesday, March 28, 2012
5:00 p.m. Early Registration
5:30 p.m. Mergers and Acquisitions Tax Primer (optional) — Messrs. Alexander and Wright and Mss. Divola and Williams
Review of basic merger and acquisition tax rules, a refresher course -- this session will be helpful for registrants who have limited experience in merger and acquisition tax issues
7:30 p.m. Adjournment for the Day
Thursday, March 29, 2012
7:30 a.m. Registration and Continental Breakfast
8:25 a.m. Administrative Remarks – ALI-ABA Staff
Video Webcast Segment A
8:30 a.m. Introductory Remarks and Course Overview - Mss. Divola and Williams and Mr. Wright
8:45 a.m. Taxable Acquisition Structures – Messrs. Cohen, Silverman, and Wellen
Common forms of taxable asset and stock transfers, including section 338(h)(10) elections; going public: section 338(h)(10) transactions; step transaction issues, including the distribution of assets prior to a taxable sale; creative use of disregarded entities; treatment of escrowed and contingent consideration and contingent liabilities
10:00 a.m. Tax-Free Merger and Acquisition Structures – Ms. Fuller and Messrs. Geracimos and Levine
Common forms of tax-free asset and stock reorganizations; characterization issues that arise in connection with an M&A practice, including liquidation- reincorporation issues and overlapping transactions; creative use of disregarded entities; creative use of “F” reorganizations, including structuring to isolate contingent liabilities; section 351 acquisition structures; considerations for upstream and downstream mergers
11:00 a.m. Networking and Refreshment Break
11:15 a.m. Selected Compensation Issues Related to Acquisitions – Ms. Serbes and Messrs. Barr and Trier
Tax issues associated with assuming or eliminating qualified and nonqualified deferred compensation obligations in connection with an acquisition, including the tax treatment of the cancellation/acceleration of the obligation; allocation of the deduction between the buyer and the seller; whether payments must be capitalized or can be currently deducted; the treatment of such issues in transactional agreements
12:30 p.m. Luncheon and Address (not webcast or recorded; not for MCLE credit) -- Mr. Buckley
Luncheon Sponsored by Bryan Cave LLP, Ernst & Young LLP, and Pillsbury Winthrop Shaw Pittman LLP
Video Webcast Segment B
2:00 p.m. Ethics and Tax Opinion Practice - Messrs. Cummings, Hoffenberg, Kempson, and Schler
The role of tax opinions in financial reporting and for purposes of penalty protection; the Canal case and issues regarding reliance on tax opinions; tax director viewpoint of opinions and privilege protection; SEC pressures on opinion levels: Is “will” the standard? Is a “short-form” opinion sufficient? The practical significance of new SEC rules; level of due diligence on representations and factual information relied upon by the practitioner. These issues raise important practice and ethical issues, which this panel will discuss.
3:30 p.m. Networking and Refreshment Break
3:45 p.m. Issues in Joining and Leaving a Consolidated Group – Ms. Milnes-Vasquez and Messrs. Schneider and Wilder
Consideration of common issues that arise whenever a member joins or leaves a consolidated group, including allocation of income and deductions, tax year end, elections (waiver of losses, section 382), triggering of items (intercompany gains or losses, excess loss accounts), earnings and profits (allocation or blow up), and methods of accounting. Discussion of how to deal with these issues in stock purchase agreements and tax separation agreements
5:00 p.m. Adjournment for the Day, Networking Reception for Registrants and Faculty
Friday, March 30, 2012
8:00 a.m. Continental Breakfast and Networking Session
Video Webcast Segment C
8:30 a.m. Special Morning Session: Hot Topics and Cutting-Edge Structures - Messrs. Pari and Steinberg
9:45 a.m. Divisive Transactions: Structures – Ms. Charling and Messrs. Fattman, Solomon, and Steinberg
Spin-off, split-off, and split-up transactions, including an overview of common Morris Trust and Reverse Morris Trust transactions; monetization and value extraction without gain recognition; issues raised in recent and pending legislation, regulations, and rulings, including the final “Hot stock” regulations; discussion of current IRS ruling policy
11:00 a.m. Networking and Refreshment Break
11:15 a.m. M&A Structures with Joint Ventures, Pass-Throughs, and Disregarded Entities – Ms. Alexander and Messrs. Crnkovich and Sloan
This panel explores issues that arise in connection with corporate acquisitions involving pass-through entities, including the issues unique to corporate joint ventures and partnerships and corporate acquisitions involving partnerships. Topics include the interplay of subchapter K and subchapter C, including entity/aggregate issues; the continuity of business enterprise doctrine; active trade or business requirement; zero basis issues; and conversion of partnerships and corporations, Rev. Rul. 99-6
12:30 p.m. Lunch Break
Video Webcast Segment D
2:00 p.m. Cross-Border Considerations: U.S. Tax Issues in Acquisitions of Non-U.S. Operations – Messrs. Blessing, DiFronzo, and Yoder and Ms. Zent
Financing the acquisition; international considerations in a section 338 election; the effect of section 1248 on buyers, sellers, and acquisition structures, including due diligence considerations; structuring cross- border reorganizations; section 367 considerations; minimizing adverse tax consequences associated with post-acquisition restructuring, including repatriation considerations, subsequent qualification or avoidance of section 304, and "D" reorganizations; inversion transactions; the impact of recent legislation or legislative proposals
3:30 p.m. Networking and Refreshment Break
3:45 p.m. Acquisitions and Restructurings Involving Troubled Companies – Messrs. Countryman, Forrest, and Hoffenberg and Ms. Kelley
Special rules and considerations involved in structuring acquisitions, dispositions, reorganizations, and restructurings involving troubled companies, including limitations that may apply to insolvent companies; issues in liquidating or converting an insolvent subsidiary; loss limitation issues arising under sections 382 and 384, including special rules that may benefit bankrupt and insolvent companies; issues with respect to discharge of indebtedness income under section 108; consolidated return considerations; recent guidance
5:00 p.m. Adjournment
Total 60-minute hours of instruction: 15 hours, including 1.5 hours of ethics and the optional Wednesday evening session
Suggested Prerequisite: Limited experience in legal practice in subject matter
Educational Objective: Maintenance of professional competence as a practitioner; provision of information on recent legal developments; development of proficiency in performance of intricate and complex legal tasks within a narrow area
Level of Instruction: Advanced
Here's what registrants have said about this course:
Here’s what registrants have said about recent presentations of this course:
“Both the instructors and the materials were excellent!”
“A complex and difficult body of tax law, with significant planning opportunities and uncertainties depending on the situation. I thought the faculty did a great job given the subject matter.”
“All classes were very good.”
Times
Eastern
