Advanced Tax Considerations in Negotiating, Structuring, and Documenting M&A Transactions, New Mexico CLE 1.6

Understand key tax issues, tax opportunities, and avoidable tax traps when negotiating, structuring, and documenting MA transactions. Tax consequences are a crucial factor impacting the negotiation, structuring, and documentation of MA deals. At the outset of a deal, counsel and other MA advisers must understand the tax ramifications of a planned transaction, including how the 2017 Tax Cuts Jobs Act (TCJA) and the U.S. Treasurys implementing regulations have changed the tax landscape, in order to achieve optimal tax results for their clients. A broad array of buyside and sellside issues should be identified and evaluated by MA tax counsel, including the benefits and risks of a stock deal vs. an asset deal, the advantages and disadvantages of structuring a transaction as taxable as opposed to taxfree, the tax implications of socalled earnouts and other deferred payment arrangements, and how tax indemnification provisions should be drafted to avoid or resolve these issues. In 2017, the tax stakes of both domestic and international mergers, acquisitions, joint ventures, and other strategic alliances were fundamentally altered by important changes in the U.S. tax law, not least among them, the 14percentage point drop in the top U.S. corporate tax rate. However, many other important amendments to the Internal Revenue Code impact the way MA deals should be structured. The changes to the U.S. international tax provisions were among the most sweeping, so that today, practitioners advising clients on crossborder deals should possess a firm understanding of the most recently issued Treasury regulations and other guidance, all of which is likely to affect how a clients international transaction should be structured for optimal tax results. In this course, our experienced MA panel will analyze key tax issues from both the buyers and the sellers perspectives. The panel will highlight new structures to think about, tax opportunities to consider, as well as traps to avoid when negotiating, structuring, and documenting an MA transaction. The panel will consider both purely domestic deals as well as ones with complex international tax implications. Illustrative examples will be provided.