Why you should attend
This three-day program will focus on the tax issues presented by the entire spectrum of modern major corporate transactions, from relatively simple single-buyer acquisitions of a division or subsidiary to multi-party joint ventures, cross-border mergers, and complex acquisitions of public companies with domestic and foreign operations, including spin-offs and other dispositions of unwanted operations. Evolving techniques for structuring, financing, and refinancing corporate turnovers and other activities will be emphasized, with particular attention being paid to consolidated return issues, to financially troubled businesses, to the role of new financial products and the effects of the evolving economic substance and business purpose doctrine, and to selected current issues in mergers and acquisitions, including the effects of recent legislation on executive compensation.
10 Compelling Reasons to Attend PLI’s Tax Strategies
1. Learn practical strategies and solutions, not just a recitation of Code Sections and Regulations.
2. Keep up with the cutting edge by learning about the hottest topics in corporate tax:
- recent developments in tax-free reorganizations and spin-offs
- consolidated return planning and strategies
- partnership strategies in M&A
- financially troubled businesses and other loss companies
- compensation strategies in M&A including effects of carried interest legislation, if enacted
3. Benefit from expanded sessions on:
- selected current issues in M&A
- exploring the limits of the evolving economic substance, business purpose and related doctrines
4. Attend new sessions on:
- taxable transactions: current developments and planning, including under the recently issued Section 336(e) regulations
- understanding and managing stock basis and earnings and profits
And a special double session on:
- “topside” planning for private equity (and hedge) fund investments, and
- advanced transactional planning in private equity M&A
5. Gain insights from an outstanding faculty of more than sixty experts drawn from Treasury, the IRS, private practice, corporations and academia.
6. Participate in a discussion of audience-selected transactions during our Corporate Transactions Open Discussion session.
7. Hear about the most “Interesting Transactions of the Past Year.”
8. Join colleagues, faculty and IRS and Treasury representatives at our special session on Hot Topics from the Perspective of the IRS Office of the Deputy Chief Counsel (Technical), the IRS Office of the Associate Chief Counsel (Corporate) and Treasury’s Office of Tax Legislative Counsel.
9. Attend the Tax Director Forum: What’s Keeping Them Up At Night?
10. (a) Receive the opportunity to purchase the over 25,000-page print version of The Corporate Tax Practice Series: Strategies for Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings, or the print version of the companion series, The Partnership Tax Practice Series: Planning for Domestic and Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances at 50% off the current retail price of either series.
(b) Receive a complimentary flash drive of PLI’s number one best seller, The Corporate Tax Practice Series: Strategies for Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings!
PLI Group Discounts
Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.
Cancellations
All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.
Day One: 8:30 a.m. - 6:00 p.m.
Morning Session: 8:30 a.m. - 12:15 p.m.
8:30 Overview and Strategies in Representing Sellers
Stock sale/asset sale strategies; post-2003 Act structuring and assess and contrast effects of 2012/2013 and other legislation; nonliquidation format; deferral techniques; National Starch/Unilever; Tele-Communication/Liberty Media; MCA/Matsushita; Times Mirror/Matthew Bender/Reed Elsevier; effects of Section 351(g) and Section 351(e); combined sale/redemption; corporate inversion, recapitalization, and other techniques; Seagram/DuPont and its aftermath; Petrie Stores/Toys “R” Us and its aftermath; IMS/Gartner Group; leveraged and sponsored spin-offs; effects of recent IRS no rule policy; Tribune/ESOP; anatomy of an LBO; special securities, monetization techniques; contingent payments, convertibles, putables, exchangeables; installment treatment; open transaction treatment; other effects of recent legislation; IRS Business Plan topics
Louis S. Freeman
9:45 Networking Break
10:00 Selected Seller and Buyer Issues, Including the Tax Due Diligence Process; Negotiating and Drafting Tax Provisions in Acquisition Agreements; Financial Accounting Considerations; and State and Local Tax Issues
Key allocation issues; concerns due to effects of consolidated return regulations on seller and buyer; the tax due diligence process; negotiating and drafting provisions in acquisition agreements; indemnification issues; target’s tax elections; financial accounting concerns; reporting requirements; state and local tax considerations
William G. Cavanagh, Peter L. Faber, James M. Lynch
11:30 Tax Accounting Issues in Mergers and Acquisitions
Tax accounting issues arising from taxable and tax-free acquisitions and dispositions; treatment of M&A expenses; success-based fees; milestone payments; break-up fees; abandoned transactions; capitalized costs; recent regulations; and accounting method issues
Jody J. Brewster, John B. Palmer, III
12:15 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room.
Afternoon Session: 12:45 p.m. - 6:00 p.m.
12:45 Dealing with Restricted Stock, Stock Options and Executive Compensation in Corporate M&A Transactions
Compensation issues in the current environment; treatment of outstanding equity-based awards, including restricted stock, stock options and restricted or deferred stock units in transactions; tax issues in assuming or eliminating deferred compensation in an acquisition; allocation of deduction between buyer and seller; Sections 280G and 4999 relating to “golden parachutes” and amelioration techniques in the “post gross-up” world; impact of Sections 409A and 457A
Erica Schohn, Lawrence I. Witdorchic, Robert J. Neis [Acting Deputy Benefits Tax Counsel, Department of the Treasury]
NEW SESSION
2:00 Taxable Transactions: Current Developments and Planning
Planning to achieve a taxable transaction; issues to consider and traps for the unwary; regulations under Sections 336(e), 1060 and 338; planning opportunities using Section 336 and Section 338 elections; recent private letter rulings; and assumption and payment of contingent liabilities
Mark J. Silverman, Karen Gilbreath Sowell, Mark Weiss [Attorney, Office of Associate Chief Counsel (Corporate, Branch 6), Internal Revenue Service]
3:45 Networking Break
4:00 Structuring Leveraged Buyouts
Topics may include: stepped up asset basis vs. carryover basis for buyer and single vs. double taxation for seller in the context of a taxable asset purchase; stock purchase (with and without
Section 338(h)(10) election or Section 336(e) election), or merger; leveraged recapitalizations and other forms of partial or complete exit; multi-layer debt and equity financing structures; interest deductibility (including debt/equity characterization, Section 279, Section 163(e)(5), Section 163(l), Section 163(j), and OID); preferred stock and “OID” thereon; warrants and convertibles; reform proposals
Jack S. Levin
5:00 Corporate Tax Strategies and Techniques Using Partnerships, LLCs and Other Strategic Alliances
Use of partnerships and other pass-through entities as the joint venture format or the acquiring entity; the rise of partnerships in the public space; mixing bowl partnerships; leveraged partnerships; treatment of Section 197 intangibles in a partnership context; imaginative uses of the “Check-the-Box” regulations; single-member LLCs; effects of possible carried interest legislation
Robert J. Crnkovich, Todd D. Golub, Stephen D. Rose
6:00 Adjourn
Day Two: 7:00 a.m. - 6:00 p.m.
Morning Session: 7:00 a.m. - 12:45 p.m.
7:00 Corporate Transactions Open Discussion
Participate in a discussion of audience-selected corporate transactions
Mark J. Silverman
8:00 Current Issues in Tax-Free and Partially Tax-Free Acquisitive Reorganizations
Current issues in the reorganization area and illustrative case studies; multi-step reorganizations; reorganizations within a consolidated or affiliated group; all cash D reorganizations; developments in F reorganizations; overlap transactions; remnants of liquidation – reincorporation doctrine; issues involving COBE and COI regulations; “no net value” proposed regulations; proposed regulations regarding basis recovery and determination; effects of IRS no rule policy; IRS Business Plan topics
Kathleen L. Ferrell, Eric Solomon, Bernita L. Thigpen, William D. Alexander [Associate Chief Counsel (Corporate), Internal Revenue Service]
NEW SESSION
9:00 Understanding and Managing Stock Basis and Earnings and Profits
Review evolving law related to stock basis and E&P, including proposed regulations; discuss planning to optimize attributes in business transactions; highlight pitfalls to ensure attributes are protected
Marc A. Countryman, Karen Gilbreath Sowell, Gordon Warnke, William D. Alexander [Associate Chief Counsel (Corporate), Internal Revenue Service]
10:00 Networking Break
10:15 Selected Current Issues in M&A
James R. Barry, David M. Rievman, Isaac W. Zimbalist [Senior Technician Reviewer (Corporate, Branch 5), Internal Revenue Service]
SPECIAL DOUBLE SESSION
11:15 “Topside” Planning for Private Equity (and Hedge) Fund Investments
Addressing topside planning for private equity and hedge fund investments, including the myriad pass-through, cross-border and other issues involved, including UBTI, ECI, FIRPTA and sovereign investors (Section 892)
Advanced Transactional Planning in Private Equity M&A
Buying and exiting from pass-through investments (including TRAs); sponsored spins and spin-offs by portfolio companies held by PE Funds; Sections 338 and 336(e) elections with Rollover Equity; “Poor Man’s” 338 Elections; “Something for Nothing” structures (a/k/a “Out from Under”) structures; alternative roll up structures; management comp issues
David H. Schnabel, Eric B. Sloan, Lewis R. Steinberg
12:45 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room.
Afternoon Session: 1:15 p.m. - 6:00 p.m.
1:15 Current Issues in Divisive Strategies - Spin-Offs and Synthetic Spin-Offs
Tax-free spin-offs, split-offs and split-ups under Section 355; practitioner analysis and IRS critique of issues in innovative divisive transactions; developing IRS/Treasury views on no-ruling policy (i.e., north/south issues in the new Civil War); changes in administrative practice; evolving techniques for leveraged distributions; unresolved interpretive issues under Sections 355(d) and (e); surrogates for Morris Trust transactions; cash-rich split-offs; and restructuring issues for spin-offs
Jeffrey T. Sheffield, Dean S. Shulman, Thomas F. Wessel, Gerald B. Fleming [Senior Technician Reviewer (Corporate, Branch 2), Internal Revenue Service]
2:15 Strategies and Issues for International Acquisitions and Dispositions
Taxable sales of U.S.-owned foreign corporations – U.S. seller’s treatment; taxable acquisitions of foreign corporations – U.S. purchaser’s treatment; taxable acquisitions of U.S. corporations – foreign purchaser’s treatment; international Section 338 elections – the effects on seller and buyer; Subpart F income issues; and planning under the new Section 901(m) rules
David L. Forst
3:00 Networking Break
3:15 Cross-Border Mergers, Virtual Mergers, Post-Acquisition Integration and Other International Issues
Mergers with U.S. parent companies; mergers with foreign parent companies; dual-holding company and DINC structures; exchangeable share structures; use of hybrids; debt/equity developments; inversion transactions; regulations under Section 7874; regulations under Section 367(a)(5); transfers of tangibles and intangibles; issues under Section 367(b); maximizing use of foreign cash; Section 304 transactions; post-acquisition integration; effects of legislative changes and proposals; IRS Business Plan topics; foreign financial assets and payments to foreign persons; FATCA developments; enforcement of reporting and withholding obligations; miscellaneous current international issues
Joan C. Arnold, Eric B. Sensenbrenner, Lowell D. Yoder, John J. Merrick [Special Counsel to the Associate Chief Counsel (International), Internal Revenue Service]
5:00 Tax Strategies for Financially Troubled Businesses and Other Loss Companies
Equity for debt exchanges and ownership changes under Section 382 and the regulations thereunder; COD/OID/AHYDO; recent Section 108 and 382-related guidance; restrictions on trading in equity and debt; strategies for acquirers with losses and acquisitions of loss companies; recent strategies in bankruptcies; debt for debt exchanges and modifications, and tax consequences thereof; tax issues with worthless stock deductions
Todd F. Maynes, Candace A. Ridgway, Krishna P. Vallabhaneni (Invited) [Attorney-Advisor (Tax Legislation), Department of the Treasury]
6:00 Adjourn
Day Three: 7:30 a.m. - 5:00 p.m.
Morning Session: 7:30 a.m. - 12:30 p.m.
7:30 Interesting Transactions of the Past Year
Suresh T. Advani, Linda E. Carlisle, R. David Wheat
9:00 Financial Products and Transactions
A lively discussion about complex derivatives and financial transactions in the post-Dodd-Frank world, including swaps, credit default swaps, options, structured notes, and “prepaid forwards,” used in investing, hedging and speculative contexts. The panel will focus on the latest activities by the Courts, Treasury, the IRS and Congress, including proposed regulations and the Camp tax reform bill on derivatives
William L. McRae, Steven M. Rosenthal, Helen M. Hubbard [Acting Associate Chief Counsel (Financial Institutions & Products), Internal Revenue Service]
10:00 Networking Break
10:15 Exploring the Limits of the Evolving Economic Substance, Business Purpose and Related Doctrines
Recent cases and Notices; when to apply which doctrine; application to some tax planning while other tax planning apparently requires neither substance nor business purpose; Section 7701(o), the economic substance codification; when does the doctrine apply under or outside of codification; scope of Congressional plan or purpose concept; “safe harbors”; disaggregation of transactions; the two-prong test (the objective component and the subjective component); how much substance is enough; relative benefits testing; expansion of anti-tax shelter positions into ordinary tax planning; practice and procedure; Circular 230; implications, effects, ethical and practice issues; corporate transaction planning, including examples; penalties; reasonable cause and good faith; ethical standards; criminalization of tax lawyers
Jack C. Cummings, Jr., Diana S. Doyle, Richard M. Lipton, W. Kirk Wallace
11:30 Hot Topics from the Perspective of the Office of the Deputy Chief Counsel (Technical), the Office of the Associate Chief Counsel (Corporate) and the Office of Tax Legislative Counsel
William D. Alexander [Associate Chief Counsel (Corporate), Internal Revenue Service], Lisa M. Zarlenga [Tax Legislative Counsel, Department of the Treasury], Gary B. Wilcox
12:30 Lunch
Attendees will help themselves to a picnic lunch and then take their seats in the meeting room.
Afternoon Session: 1:00 p.m. - 5:00 p.m.
1:00 Tax Director Forum: What’s Keeping Them Up at Night?
An in-depth inside look at the sleeping patterns of a panel of esteemed tax directors from large corporations. We will explore the topics that are currently keeping these tax directors up at night.
Rick Bodnum, Merwin Brandon III, Philip D. Gregorcy, David J. Mangefrida, Eric Solomon
2:00 Consolidated Return Planning and Strategies
Current issues in consolidated returns, including interesting recent IRS rulings and court decisions, recent regulatory guidance, implications of possible legislation (e.g., Section 356(a)(2)/Section 351(g)), IRS/Treasury Business Plan topics and effects of recent IRS no rule policies, and recurring issues in transactional planning; among the substantive topics addressed will be issues regarding affiliation and reverse acquisitions, intercompany transactions (including obligations between consolidated group members and gains on member stock), the unified loss rules, investment adjustments and related issues (including excess loss accounts, and E&P), taxable and tax-free intragroup reorganizations, consolidated net operating losses and other tax attributes, buyer and seller planning for acquisitions and dispositions (including allocation of income and deductions, same day/next day rule, and elections such as waiver of losses, Section 382 allocations, etc.), dealing with issues through agreements, and special considerations raised by member insolvency
Bryan P. Collins, Marc A. Countryman, Mark R. Hoffenberg, Michael L. Schler, Gordon E. Warnke, William D. Alexander [Associate Chief Counsel (Corporate), Internal Revenue Service], Lawrence M. Axelrod [Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service]
3:30 Networking Break
3:45 Consolidated Return Planning and Strategies (Continued)
5:00 Adjourn
Chairperson(s)
Speaker(s)
Lawrence M. Axelrod ~ Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service
Rick Bodnum ~ Managing Director, Corporate Tax, CME Group
Gerald B. Fleming ~ Senior Technician Reviewer (Corporate, Branch 2), Internal Revenue Service
Helen M. Hubbard ~ Acting Associate Chief Counsel (Financial Institutions & Products), Internal Revenue Service, Room 3547
John J. Merrick ~ Special Counsel to the Associate Chief Counsel (International), Internal Revenue Service
Robert J. Neis ~ Deputy Benefits Tax Counsel, U.S. Department of the Treasury
Lewis R. Steinberg ~ Managing Director, Head of Strategic Advisory (Investment Banking Department), Credit Suisse Securities (USA) LLC
Mark Weiss ~ Attorney, Office of Chief Counsel (Branch 6), Internal Revenue Service
Isaac W. Zimbalist ~ Senior Technician Reviewer (Corporate Branch 5), Internal Revenue Service
Program Attorney(s)