Deal Structure for Mergers and Acquisitions

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Overview

Revenue involves significant risks that warrant special consideration during audits. The Financial Accounting Standards Board (FASB) has issued a new standard — “Revenue from Contracts with Customers” that replaces most industry-specific revenue recognition requirements in US GAAP. A new principles-based, five-step revenue recognition model now applies. Recent disclosures of qualitative and quantitative information, significant judgments, and changes in judgments are also required. New systems, processes, and controls may be needed. Poor design or implementation may pose heightened risks of material misstatement, including those due to fraud.

Highlights

Mechanics and timelines of M&A deals
Structures of taxable asset acquisitions and stock acquisitions
Triangular and reverse triangular mergers
Structuring and pricing an acquisition
Tax-free reorganizations
Tax planning for divestitures
Key sections of purchase and sale documents
Case studies with schedules
Tax return forms and elections to be aware of

Prerequisites

General understanding of ordinary income and capital gain taxation as well as general knowledge of C and S cooperate structures in addition to partnerships.

Objectives

Determine the types of taxable acquisitions of C and S corps
Recognize the types of tax-free acquisitions of C corps and the requirements for tax-free treatment
Identify differences between the taxable sale of S and C corps
Recognize various types of taxable and tax-free divestiture methods, including equity carve-outs, spin-offs and tracking stocks
Determine the effect of the acquisition structure on the target firm's tax attributes
Identify key sections of purchase and sale documents
Outline necessary steps to complete a complex sample S corporate deal, including schedules
Identify approaches to calculating net tax cash flow
Discuss briefly Partnership mergers and acquisition issues

Preparation

None.

Notice

This is a self-study/on demand course offered by a 3rd party vendor and will NOT be accessible in the My Upcoming CPE section of the ISCPA website. Course access information will be emailed directly to you by CalCPA. The course expires one year from the purchase date. Format = Online Self-Study.