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Tax Accounting in Mergers and Acquisitions (2019)

Tax Accounting in Mergers and Acquisitions (2019)

Author: Glenn R. Carrington
Publisher: CCH U.S.
ISBN: 9780808050469
Published In: November 2018
Format: Paperback , 840 pages
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents

Details

Tax Accounting in Mergers and Acquisitions gives in-depth, practical coverage of today's key issues in corporate acquisitions, dispositions, reorganizations, and restructurings from a transactional perspective. It will help your client:

Decide if the transaction should be taxable or nontaxable.
Structure the deal for the best results--stock or asset acquisition.
Achieve desired business objectives.

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 tax-free. In general, there are four basic structures for a corporate acquisition: (1) a taxable acquisition of a target corporation s stock; (2) a taxable acquisition of a target corporation s assets; (3) a tax-free acquisition of the target corporation s stock; or (4) a tax-free acquisition of a target corporation s assets. While at first blush, it may seem that it is always more desirable to structure a transaction as tax-free, this is not always the case. As an initial matter, the requirements for structuring a transaction as a tax-free 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 corporation s assets is greater than the target s 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.

Chapter 1 Taxable and Tax-Free Acquisitions
Chapter 2 Basic Concepts in Deductibility and Capitalization
Chapter 3 Accounting for Restructuring Transactions under Code §§351, 338, 381, 721, and 1001
Chapter 4 Treatment of Contingent Liabilities
Chapter 5 Treatment of Transaction Costs Prior to the Final Capitalization Regulations
Chapter 6 Final Capitalization Regulations
Chapter 7 Debt Modifications in Connection with Mergers and Acquisitions
Chapter 8 Original Issue Discount (OID) in Mergers and Acquisitions
Chapter 9 Amortization of Intangibles under Code §197
Chapter 10 Limitation on Loss Carrybacks — Corporate Equity Reduction Transactions
Chapter 11 Consolidated Return Tax Accounting Issues
Chapter 12 Tax Accounting Issues in Bankruptcies and Work-outs