Course Details

State and Local Tax Challenges in Mergers, Acquisitions and Asset Sales

Webinar: ID# 1012451
Recorded CD
About This Course:
The pace of corporate divestitures and acquisitions of assets, and on occasion of entire businesses, continues. So does the need for tax professionals to anticipate potential state and local tax consequences for the buyer company involved in such activity.

Is the company assuming liability for sales, income and other taxes, as well as new audit exposure, along with the assets? Can the transaction qualify for a bulk sales exemption from sales tax? Will the seller's tax credits and other incentives transfer in the deal?

Companies must expect a host of other issues from necessary records retention to the tax treatment of intellectual property and the implications of equity vs. asset sales. The most valuable role for tax professionals is analyzing state and local tax challenges when the deal is being negotiated.

Listen as our panel of experienced state tax advisors gives you a framework to identify and respond to critical state and local tax issues in M&A before they become problems.


I. Due diligence-related topics

  • Targets
  • Transactions, and retained or successor liability
  • Tax risk identification
  • Tax risk mitigation

II. Structuring the acquisition

  • State tax considerations with stock deals
    • Taxation and consideration of gain
    • Other aspects
  • Post-transaction integration considerations

The panel will explore these and other tax priorities:

  • Due diligence best practices for sales, corporate income and franchise/capital stock, and property taxes.
  • Particular sales tax challenges, such as maintaining bulk sales and other exemptions and unclaimed property liability.
  • Special income tax issues, ranging from IP treatment to optimal entity structure.
  • Records retention and post-transaction integration issues.

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.

Upon completing this seminar, you will have a more comprehensive understanding of the various potential state and local tax challenges that tax professionals and advisors must anticipate and address before companies buy or sell assets or businesses during M&A due diligence.

About the Presenters

Caleb Gauen, Director, PricewaterhouseCoopers, NY

He is attached to the firm's New York Metro State and Local Taxation Practice and advises large multi-national corporations, specializing in the entertainment, media and communications sectors. He has extensive experience with planning, tax accounting, audit defense and tax process improvement work on multi-state engagements.

Benjamin Bacon, Director, PricewaterhouseCoopers, NY

He is attached to the firm's State and Local Tax Practice and specializes in multi-state tax planning. He has consulted on a variety of state tax issues in conjunction with corporate restructurings, acquisitions and divestitures, and works frequently on the domestic tax ramifications of inter-company debt planning.

Darren McCarthy, Principal, State and Local Tax – M&A Tax, KPMG, NY

He has more than 13 years of state tax experience and leads a team of SALT professionals embedded in the firm's M&A Tax Practice. He individually provides due diligence, structuring and other transaction-related SALT consulting services.

Credits Available

This program has been approved for 2.0 CPE hours through Strafford Publications. CPE Credit is available only for the LIVE webcast. Recorded versions do not qualify for credit.

Strafford is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit.


To obtain CPE credit, attendees must participate in the live event, return an Official Record of Attendance to Strafford affirming their participation (including the CPE code announced during the program), and pay a processing fee of $35 per person.

Credit Confirmation

Strafford will mail a certificate of credit within approximately 2 weeks of receiving an attendee's completed Official Record of Attendance—provided all required conditions have been satisfied.


Handout materials and the phone number for live presentations are made available to you 1 day prior to the event via email from the presenter. Copies of the presentations are included with recorded versions.

If you order a recorded version of the webinar, CD's will be mailed out approximately 10 days after the live event. Shipping is included in the price of recorded versions.

State and Local Tax Challenges in Mergers, Acquisitions and Asset Sales
or via CD
Course Details
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