• videocam Live Webinar with Live Q&A
  • calendar_month October 7, 2026 @ 1:00 p.m. ET./10:00 a.m. PT
  • card_travel Mergers and Acquisitions
  • schedule 60 minutes

Tax Considerations in Negotiating, Structuring, and Documenting M&As

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About the Course

Introduction

This CLE course will provide an advanced discussion of tax considerations that attorneys must consider when negotiating, structuring, and documenting M&A deals. The panel will discuss key issues relevant to stock sales versus asset sales, stock purchases with a Section 338 election, taxable transactions versus tax-free reorganizations, earnouts and other deferred payments, and other related issues. The panel will also consider the impacts of the One Big Beautiful Bill Act (OBBBA), including changes to bonus depreciation, EBITDA-based interest deduction rules, and expanded QSBS tax exemptions, highlighting how these changes affect valuation benchmarks, financing and deal strategies.

Description

Tax consequences are a crucial factor impacting the negotiation, structure, and documentation of M&A deals. Counsel advising buyers and sellers must understand the tax ramifications of a planned transaction at the outset to negotiate and structure the deal in the most tax-efficient manner possible.

Counsel must consider a broad spectrum of buy- and sell-side issues, including evaluating the benefits and risks of a stock sale versus an asset sale and determining whether to structure the deal as a taxable or tax-free transaction or reorganization. Counsel must also weigh the tax implications involved in structuring earnouts and other deferred payments connected with an M&A transaction.

When drafting the purchase and sale agreement and other deal documents, counsel must carefully document their client's intended tax outcomes and include tax indemnification provisions to protect their client's interests.

Listen as our panel of experienced tax attorneys outlines and analyzes the wide range of tax issues to consider from the buyer and seller perspectives when negotiating, structuring, and documenting an M&A deal. Our faculty will also showcase how buyers and sellers can leverage the changes from the OBBBA to find new opportunities, influence valuations, and structure future deals.

Credit Information

Date + Time

  • event

    Wednesday, October 7, 2026

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

I. Overview of tax considerations for buyers and sellers in M&A transactions

II. Common transactional patterns 

A. Taxable sale of corporate stock

B. Taxable sale of corporate assets

C. Taxable corporate stock sales treated as asset sales (Section 338 of the Code)

D. Taxable acquisitions of S corporations or of C corporations with NOLs

E. Taxable sales involving partnerships/LLCs

F. Non-taxable reorganizations (under Section 368 of the Code)

G. Non-taxable contributions (under Section 351 of the Code)

H. "UP-C" structures

III. Tax considerations with earnouts and other deferred payments

IV. Evaluating the potential benefits associated with NOLs or transaction tax deductions

V. Best practices for drafting tax provisions in the deal documents

VI. Potential implications of the OBBBA including:

A. New bonus depreciation opportunities 

B. EBITDA-based interest deduction rules

C. Expanded QSBS tax exemptions and more!

The panel will review these and other relevant issues:

  • The benefits and risks of a stock sale versus an asset sale
  • Critical factors in determining whether to structure a deal as a taxable or tax-free transaction
  • Principal concerns in structuring earnouts and other deferred payments in connection with an M&A deal
  • Best practices for drafting tax provisions in documentation
  • The M&A implications of the OBBBA and how buyers/sellers can align strategies to gain a competitive advantage