Summary Table of Contents with Highlights of Key Topics
Mergers, Acquisitions, and Buyouts deals not only with the federal income tax aspects of such transactions, but also (although somewhat more briefly) with many of the other aspects of acquisitions, including state corporate law, securities law, accounting, fraudulent conveyance law, antitrust reporting, and contract terms that are important in negotiating, structuring, and effectuating an acquisition.
Volumes 1-4: Transactional Analysis
1. Introduction, Overview and Definitions
2. Taxable Purchase of Target’s Stock and Taxable Reverse Subsidiary Merger
Chapter 2 deals with Purchaser's taxable purchase of Target’s stock, including Purchaser's acquisition of Target through a taxable reverse subsidiary merger.
3. Taxable Purchase of Target’s Assets and Taxable Forward Merger
Chapter 3 deals with Purchaser's taxable purchase of Target’s assets, including Purchaser's acquisition of Target through a taxable forward merger.
4. Taxable Acquisitions: Acquisition Expenses, Stepped-Up Basis Allocation, Intangibles, Amortization, Non-Compete Covenant, Tax Receivable Agreement, etc.
Chapter 4 deals with many of the collateral issues in a taxable acquisition, including deductibility of Target’s and Purchaser's expenses of the acquisition, determining whether to structure the acquisition for asset SUB or asset COB, allocating the purchase price among the acquired assets in an SUB transaction, amortization of SUB intangible assets, consulting payments, non-compete covenants, §1253 franchise payments, contingent-interest debt, tax receivable agreements, and the risk of inadvertent asset COB, and zero basis problems where Purchaser stock is delivered by a Purchaser subsidiary.
5. Unwanted Assets
Chapter 5 deals with unwanted Target assets.
6. Tax-Free Reorganization Basic Principles
7. "Solely for Voting Stock" Reorganizations
8. Reorganizations Not "Solely for Voting Stock"
Chapters 6 through 8 deal with transactions intended to qualify as tax-free corporate reorganizations.
9. Code § 351 Acquisitions and Dispositions
Chapter 9 deals with the creative use of Code §351 (COB asset transfer to an 80% controlled corporation partly or entirely in exchange for stock).
10. Tax-Free Spin-Offs
Chapter 10 deals with Code §355 spin-offs.
11. Taxable and Tax-Free S Corp Acquisitions
Chapter 11 deals with the additional issues presented where either Purchaser or Target or both is an S corp.
12. Acquiring or Restructuring Distressed Company, Including Debt Cancellation Income and NOLs
Chapter 12 deals with the acquisition or restructuring of a financially distressed C corp, S corp, partnership, or LLC, including consequences to LossCo and its creditors from a restructuring and effects of an acquisition on LossCo's NOLs and other tax attributes.
13. Tax Aspects of LBO Financing—Debt and Preferred Stock
14. Tax Aspects of LBO Structuring
Chapters 13 and 14 deal with a number of the issues that arise most often in LBOs, but also in other acquisitions, including the deductibility of interest on money borrowed to make the acquisition or on debt securities issued in the acquisition, the tax treatment of original issue discount on debt and preferred stock issued to finance the acquisition, the tax consequences when such preferred stock is redeemed, and alternative approaches to structuring an LBO.
15. Management Compensation
Chapter 15 deals with the tax and accounting aspects of compensating Target’s, Purchaser's, or Newco's management (including ISOs, NQOs, SARs, deferred compensation, vested or unvested stock or deferred compensation, and golden parachute tax rules).
16. Acquisitions and Dispositions Using Partnership, LLC, or REIT
Chapter 16 deals with the use of partnerships, LLCs, and REITs in acquisitions, dispositions, and buyouts (including state partnership and LLC laws).
17. Non-Tax Acquisition Issues, Including SEC, State Entity Law, ERISA Group Liability, Accounting, Fraudulent Conveyance, and HSR Antitrust Reporting
Chapter 17 deals with non-tax issues in transactions (although many non-tax structuring issues are also dealt with in Chapters 1 through 16), including state corporate, partnership, and LLC laws, Purchaser's and Target’s deal protective measures, federal securities law, stock exchange rules, purchase accounting, fraudulent conveyances, Hart-Scott-Rodino antitrust reporting rules, ERISA group liability, and general structuring considerations.
18-20 Reserved.
Table of Internal Revenue Code Sections
Table of Treasury Regulations
Table of Treasury Rulings
Table of Securities Laws
Table of FASB Statements
Table of Cases
Index
Volume 5: Sample Acquisition Agreements with Tax and Legal Analysis
21. Introduction to and Explanation of Sample Acquisition Agreements
22. Taxable Purchase of Stock
23. Taxable Purchase of Assets
24. Taxable Purchase of Divisional Business
25. Taxable Reverse Subsidiary Merger
26. Tax-Free Merger
Volume 5 contains sample acquisition agreements and commentary on the tax and other aspects of those sample agreements, including sample agreements for:
- Taxable stock purchase
- Taxable asset purchase
- Taxable divisional purchase
- Taxable reverse subsidiary merger
- Tax-free merger (including pro-buyer, pro-seller, and neutral versions of the stock purchase, asset purchase, and divisional purchase agreements),
as well as additional terms that can be incorporated where Target is a subsidiary in a consolidated group of corporations, Target is an S corp, and/or there is a purchase price adjustment based on Target’s closing date balance sheet.
