A merger or other acquisition can be one of the most important events in the life of a business.  When a business owner or executive decides to buy or sell a company, the first question that is typically asked of the tax advisors is “Can we do this deal in a tax-free manner?”  It is important for the parties negotiating such an acquisition to understand whether a tax-free deal is right for them.  If it is, then the parties must understand the basic rules of tax-free business combinations (or hire a tax advisor who does). 

The rules governing tax-free acquisitions are complicated and may limit the parties’ business choices.  In addition, if the parties intend to do a tax-free acquisition but neglect to follow all the requirements, then unintended consequences (such as an adverse tax audit) may occur. 

Tax attorney Peter J. Guy presents a basic summary of the rules governing tax-free acquisitions of businesses.  Business owners, executives and the professionals who advise them can all benefit from a better understanding of the US federal income tax rules governing tax-free acquisitions when making strategic business choices.  Making the wrong choice could have a long-term impact on all the parties involved. 

• Basic considerations – is doing the deal “tax-free” the best approach?
  • Sellers generally prefer tax-free deals.
  • Buyers may prefer taxable deals to get greater tax benefits over time.
  • Both parties may have non-tax goals that shape the decision. 
• Tax-free acquisitions involving corporations
  • Merger structures
  • Stock exchanges
  • “Double Dummy” holding company structures. 
• Tax-free acquisitions involving partnerships and limited liability companies
  • Tax-free “roll-ups” of properties
  • Using joint ventures to mimic tax-free acquisitions
• Tax-free asset acquisitions
• Using net operating losses to render a taxable deal tax-free. 
• Single-entity restructurings as tax-free reorganizations. 

WHO SHOULD ATTEND

• Business owners or executives who are contemplating a company merger, acquisition or divestiture. 
• Investment bankers and similar investment advisers, accountants, lawyers, financial managers and other professional advisers who regularly advise on mergers and acquisitions. 

INSTRUCTOR PROFILE

Peter J. Guy, Esq.
Of Counsel to Ellenoff Grossman & Schole LLP. 

New York tax attorney Peter J. Guy specializes in federal income tax law.  Mr. Guy has extensive experience providing federal income tax advice to public and private companies with a particular emphasis on mergers, acquisitions, securities offerings and divestitures.  He advises real estate funds, private equity funds, hedge funds, limited liability companies, partnerships, S corporations and similar entities on tax issues relevant to the formation and operation of such entities.  He has experience advising real estate investors and developers on tax issues arising out of the ownership and operation of real estate, including certain tax credit advice.  His experience includes advising domestic and international clients regarding cross border tax issues and certain New York state and local tax issues.  Mr. Guy also has experience advising clients that have special tax considerations such as real estate investment trusts and tax-exempt entities.  Prior to joining Ellenoff Grossman & Schole LLP, Mr. Guy was associated with the law firms of Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Bryan Cave, LLP.  Mr. Guy is admitted to practice in the state of New York and is a member of the American Bar Association’s Section of Taxation.  Mr. Guy received his Juris Doctorate from Harvard Law School where he graduated cum laude and his Bachelor of Science degree from Northeastern University where he graduated summa cum laude.

LOGISTICS

* 90-minute webinar (Travel-Free) delivered over the phone and Internet.
* Unlimited listeners per connection - bring the entire department.
* Q&A session with the expert.

This event will be presented live by phone together with a PowerPoint presentation to be viewed on your computer. Internet access is not required for phone-only participants. The PowerPoint slides will be provided shortly before the event. Once you register, you will receive an email which is your receipt and which includes your instructions for dialing in and logging on. You will also receive an email reminder 24 hours before the webinar.