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Self-Study CPE
DEATH AND TAXES: ESTATE PLANNING FUNDAMENTALS FOR ACCOUNTANTS
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TAX REFORM: STRATEGIES FOR YOUR INDIVIDUAL AND SMALL BUSINESS CLIENTS
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EFFECTIVE REPRESENTATION TO ADDRESS ENFORCED COLLECTION ACTIVITY FROM THE IRS
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TAX TREATMENT OF RETIREMENT PLANS, PENSIONS AND ANNUITIES
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EDUCATION TAX BENEFITS
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HOME OFFICE DEDUCTION
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EARNED INCOME TAX CREDIT
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TAX TREATMENT OF INDIVIDUAL RETIREMENT ARRANGEMENTS
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TAX TREATMENT OF SICKNESS & INJURY PLANS
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AFFORDABLE CARE ACT: INDIVIDUAL RIGHTS & RESPONSIBILITIES
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Free cpece webinars
Tax Planning for Mergers And Acquisitions Involving S Corporations

TAX PLANNING FOR MERGERS AND ACQUISITIONS INVOLVING S CORPORATIONS

Cost Free
CPE Credits 2.0 hours
2 hours for EAs (Federal Tax)
Course Id# - HURS9-T-00416-19-O
Subject Area Taxes
Course Level Basic
Instructional Method Group Internet Based
Prerequisites None
Advanced Preparation None
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
rosenfeld@blankrome.com
(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

Handout Materials
Presentation Slides
Additional Materials
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Frequently Asked Questions
  • To receive CPE credit for the event, you must register for the webcast prior to the start of each program.
  • CPE is available to all eligible participants within 24 hours of each webinar.
  • Multiple attendees: In order to receive CPE for multiple attendees, ensure that at least one person signs up for the webinar. At the completion of the webinar a proctor form is provided. Alternatively, you may also login to your account following the webinar and click on the MY ACCOUNT button where you will find a link to the proctor letter.
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NASBA Approved

CPAacademy.org (Sponsor Id#: 111889) is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.

CPAacademy.org 1685 S. Colorado Blvd, Suite #205, Denver, CO 80222

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EA Approved

CPAacademy.org (Sponsor Id#: HURS9) has entered into an agreement with the Internal Revenue Service, to meet the requirements of 31 Code of Federal Regulations, section 10.6(g), covering maintenance of attendance records, retention of program outlines, qualifications of instructors, and length of class hours. This agreement does not constitute an endorsement by the IRS as to the quality of the program or its contribution to the professional competence of the enrolled individual. Credit earned by attendees with a PTIN will be reported directly to the IRS as required of all providers. To ensure your CPE hours are reported, update your profile in My Account to include your PTIN number. Please note: IRS CE is only mandatory for EAs and ERPAs. For all other tax return preparers, CE is voluntary.

CPAacademy.org 1685 S. Colorado Blvd, Suite #205, Denver, CO 80222

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.