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Fiduciary Duties of Directors and Majority Shareholders; Specialty Areas: A. Tax Considerations

Recorded on: Jun. 12, 2012
Running Time: 01:30:00

Full Transcript:


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Taken from the Web Program Acquiring or Selling the Privately Held Company 2012 Recorded June 2012 in New York City

Lecture Topics

Fiduciary Duties of Directors and Majority Shareholders; Specialty Areas: A. Tax Considerations [01:30:00]

A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

A. Tax Considerations

  • Taxable versus tax-free transactions
  • Alternative forms of tax-free reorganization
  • Tax basis in assets acquired
  • Deferred consideration and incentive compensation
  • Imputed interest rules

The purchase price of this Web Program segment includes the following article from the Course Handbook available online:
  • Duties of Controlling Stockholders--Murky Waters: Tread Carefully
    Kerry E. Berchem
  • Fiduciary Duties of Directors Considering a Proposal for an Acquisition of a Privately Held Company
    Diane Holt Frankle
  • Duties and Benefits of Special Committees
    Libby Kitslaar
  • Federal Income Tax Issues in the Acquisition or Sale of a Privately-Held Company
    James T. Chudy
  • Fiduciary Duties of Directors and Controlling Stockholders in Corporate Transactions (PowerPoint Slides)
    Eva H. Davis
  • Tax Considerations (PowerPoint Slides)
    Julie A. Divola

Presentation Material


  • Fiduciary Duties of Directors and Majority Shareholders- Murky Waters: Tread Carefully
    Ron E. Deutsch
Speaker(s)
James T. Chudy ~ Pillsbury Winthrop Shaw Pittman LLP
Ron E. Deutsch ~ Akin Gump Strauss Hauer & Feld LLP
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