Tax Issues in Corporate Mergers and Acquisitions
Author: Jennifer Kowal
| CPE Credit: |
4 hours for CPAs
4 hours Federal Tax Related for EAs and OTRPs
4 hours Federal Tax Law for CTEC |
Per the IRS Education Provider Standards this course must be COMPLETED by 12/31/2025 to receive credits. NOTE: Go to My Professional Profile in your CCH CPELink account settings to ensure your name, and PTIN number; matches your PTIN card
Many businesses organized as corporations will be involved in a merger, acquisition, or large sale transaction at some point during the business life cycle.
This course covers the federal income tax treatment of taxable stock and asset acquisitions, tax-free reorganizations and acquisitions, and tax-free dispositions and spin-offs, from both the corporate and shareholder perspectives. It also covers the carryover of corporate tax attributes.
Publication Date: June 2022
Designed For
Tax practitioners at all levels who advise on the taxation of corporate mergers, acquisitions, and disposition transactions.
Topics Covered
- Stock Sale vs. Asset Sale
- Section 1060 Purchase Price Allocation
- Taxable Asset Purchase
- Section 338 Election — Deemed Asset Sale
- Tax-Free Acquisitive Reorganizations
- Continuity of Interest Requirement
- Business Purpose
- Reorganizations
- Boot Relaxation Rule
- Parenthetical Triangular Reorganizations
- 368(a)(2)(D) Forward Triangular Merger
- Pre-Merger Redemption
- Sale of Business
- Escrow Accounts
- Capitalization of Transaction Costs
- Indopco and Anti-Indopco Regs
Learning Objectives
- Recognize and explain the tax treatment of taxable stock acquisitions, including effects on basis
- Recognize consequences of taxable stock acquisitions
- Identify requirements for various types of tax-free reorganizations under section 368 of the IRC
- Recognize capitalization of transaction costs
- Describe tax treatment of escrow accounts and earnouts
- Identify a tax consequence of an asset sale
- Differentiate IRC Sections and how they apply to various scenarios
- Recognize an example of a tax-free reorganization
- Describe correct statements regarding the Continuity of Interest principle
- Identify the percentage of boot the total transaction is allowed in a Type B reorganization
Level
Intermediate
Instructional Method
Self-Study
NASBA Field of Study
Taxes (4 hours)
Program Prerequisites
Basic experience with corporate mergers and acquisitions.
Advance Preparation
None
