Alliances, Mergers and Acquisitions

Gain an understanding on current market conditions and M&A outlook, decision points in assessing acquisitions, and accounting and due diligence issues.

While both the current and long-term statuses of the U.S. and global economy are in flux due to the COVID-19 pandemic, companies will still be seeking growth opportunities as they adapt to new ways of doing business.

These growth opportunities may come in the form of expansion into new products and/or geographic markets via organic growth, but mergers and acquisitions will also likely continue to be part of the growth strategy. The risks inherent in these acquisitions will likely be more difficult to assess, and the due diligence process will be critical.

This material explores the current market conditions and M&A outlook, critical decision points in assessing strategic acquisitions, the relevant accounting and due diligence issues, and the relevant tax issues and structuring options that need to be considered and evaluated both during the due diligence process, as well as after closing.

Learning Objectives

You will be able to explain the purchase method of accounting to your internal teams and oversight committees.
You will be able to identify the process for organizing due diligence procedures and understand how risk assessments can sharpen your focus on diligence areas.
You will be able to identify the key tax considerations and tax due diligence processes when evaluating an acquisition of a target corporation.
You will be able to recognize the different types of acquisition structures for corporations, including the unique aspects of S corporation acquisitions.

Agenda

	Accounting and Due Diligence Considerations
	Review of ASC 805 at a High Level Some Considerations Which Affect Purchase Price and Resulting Goodwill Due Diligence Considerations From an Overall Perspective Using a Risk Assessment to Focus Due Diligence Areas Blending Internal Teams With External Resources Using Due Diligence to Accelerate Post-Merger Integration

	Tax Considerations
	Common Acquisition Structures for Corporations Unique Aspects of S Corporation Acquisitions Other Entity Types Post-Acquisition Integration Section 382 Considerations

	Tax Due Diligence Process
	What Questions Should You Be Asking? Review of Target Structure Review of Target Tax Positions and Returns Change in Control Agreements Other Risks and Considerations

Rick L. Childs

Crowe LLP

Partner in the office of Crowe LLP in Indianapolis, IN
Practice emphasizes all aspects of mergers and acquisitions, accounting and valuation issues related to acquisitions and providing due diligence services
Conducts regular seminars and workshops on numerous topics related to mergers and acquisitions and valuation issues affecting both financial reporting issues and tax related transactions
Written several publications related to the areas of purchase accounting fair value adjustments, overall state of M&A, due diligence issues and capital planning
CFA Institute, CFA Institute of Indianapolis, AICPA, CPA Society of Indiana
M.S. degree in management, Krannert Graduate School of Management, Purdue University; B.S. degree in management, Purdue University
Can be contacted at 317-706-2654 or rick.childs@crowe.com

Kevin F. Powers, CPA

Crowe LLP

Partner in the office of Crowe LLP in Hartford, CT
Practice emphasizes all aspects of subchapter C and subchapter S taxation
Conducts regular seminars and workshops on matters of corporate taxation, including mergers and acquisitions, with a primary focus on the financial services industry
Written several publications related to the areas of corporate taxation and federal tax credit programs
Membership information: AICPA and Connecticut Society of CPAs
M.S. degree in taxation, DePaul University; B.S. degree in accounting, University of Illinois at Urbana-Champaign
Can be contacted at 860-470-2173 or kevin.powers@crowe.com