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S corporations are frequent targets of all different types of strategic buyers. An S corporation is an attractive acquisition target relative to a C corporation because a buyer can achieve an accelerate write-off of its purchase price if certain elections are made in connection with this transfer. As a result, this can give both buyers and sellers and economic incentive to structure the acquisition in a manner that is mutually beneficial.
This presentation will address the particular issues that arise in the context of an acquisition of an S corporation (or its assets). In particular, this presentation will provide an over view of the M&A tax considerations in the S corporation context, and will greatly benefit anyone who is a shareholder in, or represents an, S corporation.
Learning Objectives
- Requirements of an S Corporation and Diligence Matters that Arise in Connection Therewith.
- 338(h)(10) Elections and 336(e) Elections
- Entity Level Taxes.
- Structuring Tax-Free Rollovers Involving S Corporation Sellers.
- Common Tax Representations and Warranties.
- Alternative Structuring When S Corporation Status is a Concern.
Jeffrey M. Rosenfeld
Blank Rome LLP
Associate Tax Attorney
[email protected]
(215) 569-5752
Jeffrey Rosenfeld concentrates his practice in the area of business tax law. He counsels public and private corporations, partnerships, and individuals in a broad array of tax matters including:
- domestic and international tax matters
- state and local tax planning
- tax-efficient structuring of domestic and international mergers, acquisitions, divestitures, reorganizations, spin-offs, redemptions, and liquidations
- formation, operation, and acquisition of Subchapter S Corporations, partnerships, and limited liability companies
- federal, state, and local criminal and civil tax controversies, including audits, administrative appeals, and litigation
- issuances of equity-based compensation
Jeffrey also has digital currencies industry experience, including:
- Formation of entities to be engaged in the digital currencies space
- Negotiation, drafting and documentation of governing documents (such as limited liability company agreement) for entities engaged in the digital currencies space
- Compensation and other issues concerning the issuance of digital currencies or the grant of digital currencies to service providers
- Federal income tax consequences associated with the purchase, sale or exchange of digital currencies
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