Tax Accounting in Mergers and Acquisitions, 2015 Edition

Glenn R. Carrington

Published by CCH Inc., 2014
ISBN 10: 0808039326 / ISBN 13: 9780808039327
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Synopsis: There are many considerations that influence how a transaction is structured, including tax considerations. The most basic tax issue is whether to structure the transaction as taxable or taxfree. In general, there are four basic structures for a corporate acquisition: (1) a taxable acquisition of a target corporations stock; (2) a taxable acquisition of a target corporations assets; (3) a taxfree acquisition of the target corporations stock; or (4) a taxfree acquisition of a target corporations assets. While at first blush, it may seem that it is always more desirable to structure a transaction as taxfree, this is not always the case. As an initial matter, the requirements for structuring a transaction as a taxfree reorganization, which are set forth in 368, are quite strict. The strictures imposed by 368 may not always be compatible with the business objectives of the parties to the transactions, making resort to a taxable structure more desirable. If the fair market value of a target corporations assets is greater than the targets basis in such assets, the purchaser may wish to acquire a fair market value basis (i.e., a stepped up basis) in such assets, something that is only possible in a taxable asset acquisition or a taxable stock acquisition for which a 338 election is made. Tax Accounting in Mergers and Acquisitions gives indepth, practical coverage of today's key issues in corporate acquisitions, dispositions, reorganizations, and restructurings from a transactional perspective. It will help your client: 1. Decide if the transaction should be taxable or nontaxable. 2. Structure the deal for the best resultsstock or asset acquisition. 3. Achieve desired business objectives. This book considers the tax accounting implications of structuring and restructuring transactions including those described in Code 351 (Transfer to Corporation Controlled by Transferor), 338 (Certain Stock Purchases Treated as Asset Acquisitions), 381 (Carryovers in Certain Corporate Acquisitions), 721 (Nonrecognition of Gain or Loss on Contributions to a Partnership), and 1001 (Gain or Loss on Disposition of Property). It discusses the rules relative to a taxpayers ability to carry over methods of accounting, to obtain audit protection through filing accounting method changes, to preserve favorable methods of accounting, to determine the effect of the transaction on any unamortized Code 481(a) adjustments (Adjustments Required by Changes in Accounting Methods), and to use the chosen structure as a means of achieving appropriate tax accounting objectives. In addition, it describes some of the most common types of accounting method exposure items that arise during the course of due diligence and some of the alternatives for mitigating exposure to the buyer. Furthermore, it describes the most significant antiabuse rules that prevent taxpayers from unreasonably taking advantage of these provisions. Finally, it addresses some of the pitfalls that taxpayers should take into account in structuring transactions.

About the Author: Glenn R. Carrington is the National Tax Director for Client Services at Ernst & Young LLP, where he serves on the US Executive Board. Glenn primarily focuses on serving clients in the areas of corporate, tax accounting, and financial transactions. Additionally he spends time developing and implementing strategy for the E&Y tax practice with an emphasis on key accounts for the firm. He has a strong background in highprofile issues such as capitalization, intangibles, bankruptcies, corporation reorganizations, contingent liabilities and environmental remediation. He reports directly to the Americas Vice Chair, Mark Weinberger. Glenn has had an illustrious career for over 20 years, both in private practice and the government. Over half of his career has been spent as a partner with major accounting firms. He was with Arthur Andersen for eight years where he served as Managing Director of their Office of Federal Tax Services (OFTS) and head of OFTS Domestic Tax Practice Group. He served at the IRS as Assistant Chief Counsel (Income Tax & Accounting) from July 1990 to April 1994; as a Branch Chief in the Office of the Assistant Chief Counsel (Corporate) from October 1988 to July 1990; and as Counsel to the Director of Corporation Tax Division from December 1987 to October 1988. Prior to joining the IRS, Glenn was in private practice at Caplin & Drysdale, Chartered. He began his legal career in 1980 as an AttorneyAdvisor in the Treasury Departments Honors Program, where he rotated through the Tax Legislative Counsels Office and the Office of International Affairs at Treasury, as well as the former Interpretative Division in the Office of Chief Counsel at the IRS. Glenn is a member of the ABA Taxation Section. He has also served as Chair of the ABAs Government Relations Committee, as well as an adjunct professor in the Graduate Tax Program at Georgetown University Law Center. Glenn earned his law degree from the University of Virginia School of Law in 1980. He is a frequent speaker at the Practicing Law Institute, the UCLA Tax Institute (formerly the Miami Tax Institute), and other conferences. Glenn is listed in the Corporate Tax section of the International Whos Who of Business Lawyers.

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Bibliographic Details

Title: Tax Accounting in Mergers and Acquisitions, ...
Publisher: CCH Inc.
Publication Date: 2014
Binding: Perfect Paperback
Book Condition: Used: Good

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