Tax Strategies for Mergers & Acquisitions in Chicago

Agenda

Monday, June 4, 2012

8:30 - 10:00
SPECIAL ISSUES WHEN TRANSFERRING PROPERTY TO A CONTROLLED CORPORATION
Learn about recent legislation and administrative rulings regarding transfers of property, including assumption of liabilities, investment company rules, transfers of built-in losses, and treating certain stock as boot.

10:00 - 10:15 COFFEE BREAK

10:15 - 12:30
OVERVIEW OF RULES GOVERNING TAX-FREE REORGANIZATIONS
Rules governing the tax status of corporate reorganizations comprise a complex (some would say nonsensical) regime. We will explain these rules in a straightforward format with an emphasis on recent Treasury regulations that grant taxpayers significant flexibility compared to prior law.

12:30 - 1:30
LUNCHEON

1:30 - 2:15
SECTION 355
After 1986, Section 355 is the primary vehicle for moving assets out of a corporation without a tax. Learn about the complex regime that permits this favorable taxpayer treatment and other rules that significantly limit the benefits in the context of certain acquisitive transactions. We also review the recent changes for determining if a corporation is engaged in an active trade or business.

2:15 - 4:00
INTERNATIONAL RULES ASSOCIATED WITH TAX-FREE ASSET TRANSFERS
(Includes Break 3:00 - 3:15)
Learn how to navigate the rules governing inbound, outbound, and foreign to foreign asset transfers under Section 367.

4:00 – 5:00
TREATMENT OF TRANSACTION COSTS
Both acquiring and acquired companies participating in an acquisition incur significant costs to investigate and complete the deal. We will discuss the authorities governing whether a taxpayer may deduct or must capitalize these costs, highlighting some of the issues and traps inherent in the rules.

5:00
DAY ONE ADJOURNS

Tuesday, June 5, 2012

8:30 - 9:30
TAXABLE ASSET SALES AND SECTION 338(H)(10) TRANSACTIONS
Contrast taxable asset sales with tax-free asset reorganizations, and explore the world of “deemed” asset acquisitions under Section 338(h)(10).

9:30 - 10:30
RELATED PARTY STOCK ACQUISITIONS AND SECTION 304
Sales of stock between related persons may be treated as a dividend rather than as a sale of stock for U.S. federal income tax purposes. The tax treatment of such sales between persons who are not members of a consolidated group is governed by section 304, often viewed as one of the most challenging provisions in Subchapter C. This discussion will consider the policies and operation of section 304, focusing on a framework that taxpayers can apply to provide some clarity in the area.

10:30 -10:45 COFFEE BREAK

10:45 - 11:45
CANCELLATION OF INDEBTEDNESS ISSUES
Discussion of concepts applicable to cancellation of indebtedness.

11:45 - 12:30
BANKRUPTCY AND INSOLVENCY REORGANIZATIONS
In this session we will discuss tax free reorganizations involving financially troubled corporations both inside and outside of bankruptcy. Discussion includes historical development, current state of law, and proposed regulations.

12:30 - 1:30
LUNCHEON

1:30 - 2:30
LOSS ISSUES
Overview of section 382 and CERT rules that may apply to limit ability to utilize certain losses and a discussion on stock loss recognition in Granite Trust transactions and under Section 165(g)(3).

2:30 - 4:30 (INCLUDES BREAK 3:00 - 3:15)
RECASTING TRANSACTIONS AND MISCELLANEOUS ISSUES
Often, for U.S. federal income tax purposes, courts and the government will treat the parties to a transaction as if they performed a transaction other than the one that they actually implemented. This discussion will consider the principles that courts and the government apply to recharacterize transactions for tax purposes, and also consider when taxpayers may be entitled to apply these principles for their benefit.

4:30 – 4:45
QUESTION AND ANSWER SESSION

4:45 COURSE ADJOURNS