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Tax Planning for Mergers And Acquisitions Involving S Corporations


Cost Free
Presentation Length 2.0 hours

Recorded DateOctober 28, 2019
CPE:Not available
(archived webinars do not offer CPE credits)
Subject AreaTaxes
Course LevelBasic
Course Description

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.


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Jeffrey M. Rosenfeld

Blank Rome LLP
Associate Tax Attorney
(215) 569-5752

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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 counsels corporate clients and individuals regarding undeclared foreign bank accounts, including “FBAR” reporting obligations, and has represented numerous clients in the Internal Revenue Service’s Offshore Voluntary Disclosure Program.
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

About Our Presenter

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Blank Rome is an Am Law 100 firm with 13 offices and more than 600 attorneys and principals who provide a full range of legal and advocacy services to clients operating in the United States and around the world. Their professionals are widely recognized for their leading knowledge and experience across a broad spectrum of industries, as well as their dedication to diversity and inclusion initiatives and pro bono work.