Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2009

Overview

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, restructurings and other activities will be emphasized, with particular attention being paid to consolidated return issues, 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, acquisitions, and corporate restructurings including the effects of recent legislation on executive compensation and on workouts.

Major Topics & Special Features Include

• Overview and strategies in representing sellers
• Selected seller and buyer issues including the tax due diligence process and negotiating and drafting tax provisions in acquisition agreements; financial accounting considerations; and state and local tax issues
• Tax accounting issues in mergers and acquisitions
• Restricted stock, stock options and executive compensation in M&A transactions including the effects of Sections 409A and 457A
• Section 338(h)(10) strategies
• Contingent liabilities in acquisition transactions
• Structuring buyouts/venture capital deals
• Corporate tax strategies and techniques using partnerships and LLCs
• Current issues in tax-free and partially tax-free acquisitive reorganizations
• Current issues in divisive strategies - spin-offs, split-offs and split-ups
• Selected current issues in M&A
• "The IRS Speaks" - A panel chaired by the Deputy Chief Counsel-Technical, and featuring the Associate Chief Counsels of Corporate, of Passthroughs and Special Industries, of International, and of Financial Institutions and Products
• Expanded session on strategies for financially troubled businesses and other loss companies
• Strategies and issues for international acquisitions
• "Cross-border" mergers and other international issues
• Interesting corporate transactions of the past year
• Issues and strategies in corporate financings and refinancings
• Financial products and transactions
• Exploring the limits of the evolving economic substance and business purpose doctrines
• Ethical and practice issues raised by recent tax shelter regulations and legislation and by Circular 230
• Treasury luncheon speaker
• Consolidated return planning and strategies under the new regulations
  - Intercompany transactions
  - Investment adjustments
  - Loss disallowance
  - SRLY and consolidated Section 382
  - Making and breaking affiliation
  - Utilizing LLCs in a consolidated return context

10 Compelling Reasons To Attend PLI's Tax Strategies

• recent developments in tax-free reorganizations and spin-offs
• the consolidated return regulations
• partnership strategies in M&A
• international acquisitions
• exploring the limits of the evolving economic substance and business purpose doctrines

• financially troubled businesses and other loss companies
• workouts and other downturn issues
• compensation strategies in M&A including effects of New Sections 409A and 457A
• the tax due diligence process and negotiating and drafting tax provisions in acquisition agreements

4.  Attend new session on Oh Man! I wish I'd Know That: What Transactional Tax Lawyers Need to Know About IRS Audits
5.  Gain insights from an outstanding faculty of more than 60 experts drawn from Treasury, the IRS, private practice, corporations and academia.
6.  Participate in a discussion of audience-selected transactions during a Corporate Transactions Breakfast and, during a second breakfast program, hear about the most "Interesting Transactions of the Past Year."
7.  Join colleagues and faculty at our "IRS Speaks" Luncheon Program chaired by the Deputy Chief Counsel-Technical and featuring all the major Associate Chief Counsels.
8.  Learn what is under consideration at Treasury at our Friday Luncheon keynoting a Department of Treasury policymaker.
9.  Receive the opportunity to purchase the over 25,000 page print version of the Corporate Tax Practice Series at a discounted price.
10.  Receive a complimentary CD-ROM of PLI's number one bestseller, Tax Strategies!

What Past Attendees Have Said

"This is the best corporate and transaction tax program available."
- Kevin Kaiser, KPMG LLP, Eden Prairie, Minnesota

"Simply the best program of its kind."
- Thomas P. Rohman, McGuire Woods LLP, Richmond, Virginia

"Terrific program for keeping up on the latest developments in tax law and structures."
- Ray Boyle, Sears Roebuck & Co., Hoffman Estates, Illinois

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. 

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.

Schedule

Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.

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 structurings; 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 amended 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; Tribune/ESOP; anatomy of an LBO; special securities, monetization techniques; contingent payments, convertibles, putables, exchangeables; installment treatment; open transaction treatment; 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; the tax due diligence process; negotiating and drafting provisions in acquisition agreements; financial accounting concerns; reporting requirements; state and local tax considerations; legislative changes and IRS Business Plan topics

Peter L. Faber, James M. Lynch, William G. Cavanagh

11:30  Tax Accounting Issues in Mergers and Acquisitions

Amortization of intangibles; INDOPCO issues; Section 162(k) and redemptions; break-up fees; treatment of M&A expenses in both taxable and tax-free acquisitions; evolving time value of money strategies and issues; other tax accounting concerns; legislative changes and IRS Business Plan topics; issues in a down market

Jody J. Brewster, John B. Palmer, III

12:15  “Picnic Lunch” Program: Dealing with Restricted Stock, Stock Options and Executive Compensation in Corporate M&A Transactions

Compensation issues in the current environment; impact of Sections 409A and 457A; impact of unvested restricted stock on tax-free qualification of corporate reorganizations and Section 351 transactions; strategies for dealing with outstanding compensatory stock options; “golden parachutes”; new executive compensation techniques for companies in the technology sector and other industries; recent regulations and notices

Wayne R. Luepker, Regina Olshan, Helen H. Morrison [Deputy Benefits Tax Counsel, Department of Treasury]

Afternoon Session: 1:45 p.m. - 6:00 p.m.

1:45  Section 338(h)(10) Strategies

Use of the election under Section 338(h)(10); concerns and traps; opportunities; regulations under Sections 1060 and 338; Section 338(h)(10) and IPOs; the selectivity regulations; bifurcated purchase of part assets and part stock; selectivity through other devices; unresolved allocation issues; treatment of contingent consideration and other special issues; compare proposed Section 336(e) regulations

Mark J. Silverman, Karen Gilbreath Sowell, Mark L. Yecies

3:00  Contingent Consideration and Contingent Liabilities in Acquisition Transactions

Treatment of escrowed and contingent consideration in acquisition transactions; assumption and payment of contingent liabilities in taxable asset acquisitions (Section 1060 and Section 338(h)(10)), stock acquisitions, and tax-free transactions; basis or deduction to buyer; gain (and offsetting deduction) to seller; timing issues; suggested solutions

Mark J. Silverman, Karen Gilbreath Sowell, Mark L. Yecies

3:45  Networking Break

4:00  Structuring Buyouts/Venture Capital Deals

Form of LBOs; asset acquisitions, recapitalizations, holding companies; structuring layers of debt and equity; tax issues in financing techniques, including debt/equity, Section 279, original issue discount; effects of legislative changes; venture capital preferred stock; PIK preferred as “plain vanilla”; the effects of amendments to Section 305(c) and Section 305 regulations; strategies in representing management; net exercise warrants; issues in a down market

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 including the Arco/Arch Coal strategy; treatment of Section 197 intangibles in a partnership context; the “Check-the-Box” regulations; single-member LLCs; issues in a down market

Stephen D. Rose, Eric B. Sloan

6:00  Adjourn

Day Two: 7:00 a.m. - 6:00 p.m.

Morning Session: 7:00 a.m. - 12:00 p.m.

7:00  Corporate Transactions Continental Breakfast

Participate in a discussion of audience-selected corporate transactions

Mark J. Silverman

8:15  Current Issues in Tax-Free and Partially Tax-Free Acquisitive Reorganizations

Recent use of tax-free and partially tax-free strategies; observations concerning structuring reorganizations in a world without General Utilities; current issues in the reorganization area and illustrative case studies; multi-step reorganizations and effects of recent revenue rulings; downstream mergers and group inversions; issues involving control and continuity; effects of COBE and COI regulations; reorganizations within a consolidated group; Yoc Heating developments; the “substantially all” requirement; the Bausch & Lomb regulations; triangular reorganization basis regulations; “no net value” regulations; developments in “F” reorganizations; proposed regulations regarding basis recovery and determination; avoiding reorganization treatment; legislative changes and IRS Business Plan topics

Faculty for the 8:15 panel

Timothy C. Sherck, Lewis R. Steinberg, Bernita L. Thigpen, William D. Alexander [Associate Chief Counsel (Corporate), Internal Revenue Service]

9:30  Networking Break

9:45  Current Issues in Divisive Strategies - Spin-Offs and Synthetic Spin-Offs

Tax-free spin-offs, split-offs and split-ups under Section 355; recent examples of divisive transactions; developing IRS/Treasury views on current topical issues; effects of IRS no-ruling policy; recent ruling policy changes; business purpose; effects of leveraging up; 2004 and 2006 Act changes; aftermath of Viacom; obsoleting of Rev. Rul. 96-30; difficult interpretive and practical problems raised by Sections 355(d) and (e); “hot stock” and other issues; combining spin-offs and acquisitive reorganizations after the 1997 Act amendments: surrogates for Morris Trust; cash-rich split-offs; leveraged spin-offs; legislative changes; IRS Business Plan topics

Faculty for the 9:45 panel

Jeffrey T. Sheffield, Lewis R. Steinberg, Thomas F. Wessel, Stephen P. Fattman [Special Counsel to the Associate Chief Counsel (Corporate), Internal Revenue Service]f

11:00  Selected Current Issues in M&A 

James R. Barry, Sally A. Thurston, Lee A. Kelley [Deputy Associate Chief Counsel (Corporate), Internal Revenue Service]

12:00  “Picnic Lunch” Program: “The IRS Speaks” 

William D. Alexander [Associate Chief Counsel (Corporate)], Steven A. Musher [Associate Chief Counsel (International)], Stephen R. Larson [Associate Chief Counsel (Financial Institutions & Products)], Christopher T. Kelley [Senior Counsel to the Associate Chief Counsel (Passthroughs & Special Industries, Internal Revenue Service]

Afternoon Session: 2:00 p.m. - 6:00 p.m.

2:00  Tax Strategies for Financially Troubled Businesses and Other Loss Companies

Debt for debt exchanges and debt modification; effect of Cottage Savings and final Section 1001 regulations; issues under the Section 382 regulations; bailout legislation and regulations; §382-related Notices; new Section 382(i) and COD/OID/AHYDO; other downturn issues; guidance on identification of BIG’s and BIL’s; effects of options, convertibles, purchase contracts, buy-sell arrangements; strategies for acquirers with losses; strategies for targets with losses; creeping acquisitions of targets coupled with alienability limiting devices; interplay between Section 382 and Section 384; recent strategies in bankruptcies

Marc A. Countryman, Peter A. Furci, Stuart J. Goldring, Todd F. Maynes, Jeffrey Van Hove [Deputy Tax Legislative Counsel (Regulatory Affairs), Department of the Treasury]

4:00  Networking Break

4:15  Strategies and Issues for International Acquisitions

Taxable acquisition of U.S.-owned foreign corporations - U.S. seller’s treatment; taxable acquisition of foreign corporations - U.S. purchaser’s treatment; taxable acquisition of U.S. corporations - foreign purchaser’s treatment; interest-stripping; impact of the interest allocation rules; foreign targets with U.S. subsidiaries; Section 338 election and Subpart F income; use of partnerships; use of hybrid entities and hybrid securities in the international context

David L. Forst

5:00  Cross Border Mergers, Virtual Mergers and Other International Issues

Mergers with U.S. parent companies; mergers with foreign parent companies; dual-holding company and DINC structures; exchangeable share structures; effects of legislative changes and proposals; IRS Business Plan topics; miscellaneous current international issues

Hal Hicks, Lowell D. Yoder, Steven A. Musher [Associate Chief Counsel (International), Internal Revenue Service]

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  Continental Breakfast Program: Interesting Transactions of the Past Year

Suresh T. Advani, Linda E. Carlisle, Thomas A. Humphreys

9:00  Financial Products and Transactions

An overview of innovative tax strategies involving complex derivatives and other financial instruments. Topics may include domestic and cross-border tax issues relating to swaps, credit default swaps, caps, floors, collars, options, structured notes and other “prepaid forwards,” exotic convertible debt securities, “hybrid” securities, and various combinations of the foregoing. The panel will discuss the origins of some of the more prominent products in today’s markets (including both the business and tax rationales underlying the products), as well as any recent initiatives by Congress and the Treasury Department to address the various policy issues that they raise.

William L. McRae, Steven M. Rosenthal, Karl T. Walli [Senior Counsel (Financial Products), Department of the Treasury], Stephen R. Larson [Associate Chief Counsel (Financial Institutions & Products), Internal Revenue Service]

10:00  Networking Break

10:15  Exploring the Limits of the Evolving Economic Substance and Business Purpose Doctrines and Ethical and Practice Issues Raised by Recent Tax Shelter Regulations and Legislation, by Penalty Provisions and by Circular 230

Recent cases and Notices; the IRS litigation position; when to apply which test; application to some tax planning while other tax planning requires neither substance nor business purpose; effects of possible codification; how much substance is enough; effects of factual changes on “ACM-type” and other such transactions; bifurcation of transactions; relative benefits testing; expansion of anti-tax shelter positions into ordinary tax planning; recent tax shelter regulations and legislation; penalty legislation and regulations; Circular 230; implications, effects, ethical and practice issues

Richard M. Lipton, B. John Williams, William C. Sabin, Jr. [Special Counsel (Litigation) (LMSB), Internal Revenue Service]

11:30  Oh Man! I Wish I’d Known That: What Transactional Tax Lawyers Need to Know About IRS Audits

The rubber meets the road when all the great planning you did gets into audit and your audit colleagues realize that YOU were so focused on the substantive issues that you missed the procedural and enforcement issues. What did you do that you wouldn’t have done if you’d seen this panel first? Maybe you compromised a privilege, or failed to save important documents, or said something that gives the IRS ammunition. Or maybe you unknowingly committed an ethics violation? An ounce (hour) of prevention is worth a pound of cure.

Kenneth E. Kempson, Donald L. Korb, Joel V. Williamson, Diana L. Wollman

12:30  Treasury “Picnic Lunch” Program: Treasury Department Keynote Speaker

Emily S. McMahon [Deputy Assistant Secretary (Tax Policy), Department of the Treasury]

Afternoon Session: 2:00 p.m. - 5:00 p.m.

2:00  Consolidated Return Planning and Strategies

The final intercompany transaction regulations; consolidated group member stock; the final investment adjustment, earnings and profits and related regulations, the new loss disallowance regime; final regulations on obligations between members; Section 362(e)(2) and §1.1502-80(h); effect of recent court decisions; reverse acquisitions; consolidated Section 382 limitations; SRLY regulations; Section 1504(a)(5) regulations; making and breaking affiliation; planning for acquisitions and dispositions; use of single-member LLCs in a consolidated return context; legislative changes and IRS Business Plan topics

Jerred G. Blanchard, Jr., Bryan P. Collins, Marc A. Countryman, Gordon E. Warnke, William D. Alexander [Associate Chief Counsel (Corporate), Internal Revenue Service], Theresa A. Abell [Special Counsel to the 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

Faculty

Chairperson(s)

Speaker(s)

Program Attorney(s)

CLE Credit

Travel Information

Chicago Seminar Location & Hotel Accommodations

Doubletree Hotel Chicago Magnificent Mile, 300 East Ohio Street, Chicago, IL 60611. Individuals making reservations must mention PLI-Tax Strategies for preferred rate. Cut-off date for preferred rate is October 19, 2009. Telephone reservations (866) 778-8536.