Tax consequences are a crucial factor impacting the negotiation, structure, and documentation of M&A deals. Deal counsel advising buyers and sellers must understand the tax ramifications of a planned transaction at the outset to negotiate and structure the deal in the most tax efficient manner possible.

Practitioners must consider a broad spectrum of buy- and sell-side issues, including evaluating the benefits and risks of a stock sale versus asset sale and determining whether to structure the deal as a taxable or tax-free transaction or reorganization. Counsel must also weigh the tax implications involved in structuring earnouts and other deferred payments connected with an M&A transaction.

When drafting the purchase and sale agreement and other deal documents, counsel must be careful to reflect their respective client's intent regarding tax outcomes and include tax indemnification provisions to protect their interests.

Our panel will provide an advanced discussion of tax considerations deal attorneys must consider when negotiating, structuring, and documenting M&A deals. The panel will discuss key issues relevant to stock sales versus asset sales, stock purchases with a Section 338 election, taxable transactions versus tax-free reorganizations, earnouts and other deferred payments, and other related issues. The panel will also consider the impacts of potential legislative changes, including to the corporate tax rate and capital gains rates.

We will review these and other relevant issues:

• The benefits and risks of a stock sale versus an asset sale
• Critical factors in determining whether to structure a deal as a taxable or tax-free transaction
• Principal concerns in structuring earnouts and other deferred payments in connection with an M&A deal
• Best practices for drafting tax provisions in documentation
• The implications of potential tax legislative changes, including to the corporate tax rate and capital gains rates

After the presentations, there will be a live question and answer session so we can answer your questions about these important issues directly.