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Course/Product Description
Title:

Tax Due Diligence In Acquisitions

SKU:WC-1023366
Date / Time: Recorded
Format: Webinar
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Description:

Buyers and sellers of businesses typically are focused on getting the deal done and the relative economic benefits to each. They often fail to consider potential undisclosed tax liabilities resulting from pre-closing operations, and rarely want to hold up negotiations thinking about the "what ifs."

However, when the "what ifs" turn into "what now," it is important that potential tax risks be considered, and that the responsibility for the tax liabilities has been allocated to the appropriate parties.

This webinar will help persons responsible for negotiating sales and acquisitions and their tax professionals determine how to go about diligence of tax matters to uncover tax risks and expected tax treatment of the target company's operations post acquisition.

This course will also help you to draft tax representations and indemnities to ensure that the parties have considered and properly allocated responsibility for tax liabilities.

AGENDA

Overview of Tax Due Diligence

  • Who Is Responsible for the Diligence Process? The Role of the Client and Tax Professionals
  • The Diligence Checklist: What Should We Look At?
  • What Exactly Are We Looking For?
Tax Representations and Warranties
  • Fact Finding and Buyer Protections
  • What Should Be Covered by the Representations and Warranties?
  • Typical Provisions in Purchase Agreements
Tax Covenants
  • Typical Agreements as to Tax Matters
  • Special Issues, Including Section 338 and Section 338(h)(10) Elections
Tax Indemnity Agreements and Provisions
  • It's All a Matter of Risk Allocation
  • Don't Let Protections Fall Through the Cracks: Coordination With the Tax Representations and Warranties
  • Baskets, Caps and Special Issues Related to Funding the Indemnification Obligation
About The Presenters

Steven D. Bortnick
  • Partner in the Tax Practice Group of the law firm Pepper Hamilton LLP, resident in the Princeton and New York offices
  • Member of the firm’s Private Equity, and Sustainability and Climate Change Teams
  • Focuses his practice on domestic and international tax and private equity matters
  • Experienced in the structuring of domestic and international private equity transactions from tax and venture capital operating company standpoints
  • More than 20 years involved in the negotiation and drafting of tax representations, warranties, covenants and indemnity provisions
  • Advises U.S. citizens and corporations in overseas investment, and he has been involved in the formation of private equity and hedge funds
  • On the advisory board of Practical U.S./International Tax Strategies
  • LL.M. degree in taxation, New York University
Lance S. Jacobs
  • Of counsel in the Tax Practice Group of the law firm Pepper Hamilton LLP, resident in the Washington D.C. office
  • Extensive experience working with financial institutions, including matters involving state and local income tax planning and credits and incentives
  • Advises numerous telecommunications, manufacturing, retail and pharmaceutical companies on issues involving state and local income and franchise taxes, sales tax and property tax
  • Currently serving as the State and Local Tax Committee chair of the Tax Section of the D.C. Bar Association
  • J.D. degree, George Washington University; B.A. degree in psychology, University of Pennsylvania
Morgan Klinzing
  • Associate in the Tax Practice Group of the law firm Pepper Hamilton LLP, resident in the Philadelphia office
  • Practice includes the tax aspects of domestic and cross border corporate transactions
  • LL.M. degree in taxation, New York University
Todd B. Reinstein
  • Partner in the Tax Practice Group of the law firm Pepper Hamilton LLP, resident in the Washington D.C. office
  • Focuses practice on general tax matters, including Section 382 studies, earnings and profits calculations and corporate tax controversy issues
  • Chair of AICPA corporate tax technical resource committee
  • LL.M. degree in taxation, Georgetown University Law Center


Cannot Attend The Live Presentation?

This presentation is also available in a recorded format, in CD version, as shown in the pricing options below.

About Webcasts / Audio Conferences / Podcasts:

Webcasts, audio conferences, and podcasts are presentations that you attend via the Internet, phone, or mobile device at a specified date and time for "live" versions, or at your convenience for "recorded" and "On-Demand" versions.

The live versions are interactive, meaning that participants can ask questions in real time, plus are a very cost-effective form of training because 1) you receive fast, convenient learning without any out-of-office time; 2) you can invite as many colleagues as you'd like to listen in on a single phone line; 3) you incur no travel expenses; and 4) you and your colleagues are back at work immediately after the session ends!

And though with recorded versions you do lose the ability to ask questions, you gain the ability to hear the presentation numerous times and to share it with others in your office.

Handout materials and the phone number for live presentations are made available to you prior to the event via email from the presenter and from the "MyAccount" link on the menu bar. Copies of the presentations are included with recorded versions.

About The Provider: Lorman Education Services has provided educational seminars and online training for professionals since 1987.

Since then, we've kept thousands of professionals in the United States and internationally current on the most pressing topics in a rapidly changing marketplace of ideas. Like you, we understand the need for concise, accurate information.

That understanding underlies each Lorman course, presenting the latest information on the laws and regulations critical to your organization's successful daily operations.

Moreover, each course receives our painstaking attention to be certain both the faculty and participants receive the individual attention necessary to achieve maximum benefit from the materials.
More Info: Contact Us For More Information
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