M&A Structuring
Learn about asset vs. stock deals, step-ups and deferred taxes, 338(h)(10) elections and NOLs
Overview
The structure of an M&A deal can unlock significant value—or hidden risk—for both buyers and sellers. This course explores how deal structure shapes future tax outcomes, diving into the nuances of asset vs. stock sales, step-ups in asset basis, deferred tax implications, goodwill treatment, and Section 338(h)(10) elections. In the second half, the focus shifts to navigating net operating losses (NOLs) and their strategic treatment in transactions. Ideal for anyone looking to understand the tax levers that influence M&A success. Topics covered include:
- Asset vs. stock deals
- Legal entity vs. consolidated financials
- Goodwill
- Step-ups
- Deferred tax
- Buyer and seller preferences
- Section 338(h)(10) elections
- Modeling
- Deferred tax
- Ascribing value to 338(h)(10) elections from the buy-side and sell-side
- Net operating losses
- Carry forwards
- Limitations