Transfer Taxes in M&A/ Business Transactions CLE

Transfer Taxes in M&A/ Business Transactions

April 2010

Transfer Taxes in M&A/Business Transactions

Teleseminars

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Program Description

The same sales tax you pay when you buy a hammer at the hardware store or a cup of coffee applies equally to the sale or transfer of business assets. This is often a startling realization that has profound implications for the economics and structure of many common business transactions, including asset sales, M&A, and sales of business interests. Furthermore, this tax liability often goes undiscovered for many years and can attach to the buyer in these transactions with dramatically negative financial consequences. This program is a practical guide to when and how state and local sales, use and transfer taxes apply to business transactions, how to identify the liability early, and planning to avoid successor or transferee liability before it is too late.

- How state and local sales, use and transfer taxes apply to asset sales, M&A, and sales of business interests

- Due diligence to identify sales, use and transfer tax liability in business transactions

- Exemptions for the sale of certain assets

- Relationship to federal income tax, including “tax-free” transfers under IRC Section 368

- “Bulk sale” issues and liability

- Planning to avoid transferee or successor liability

Faculty

William M. Backstrom, Jr., is a partner in the New Orleans office of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, LLP, where he heads the firm's state and local tax practice. He has more than 25 years experience advising clients on state and local tax matters, including tax and business planning, administrative and judicial appeals, and legislative matters. Has his vice chair of the State and Local Taxes Committee of the ABA Tax Section and has taught state and local tax law at the Graduate Accounting Program at the University of New Orleans. He is co-author of a chapter in “Property Tax Deskbook,” published by the ABA Tax Section. Mr. Backstrom received his B.S. from Mississippi State University, his J.D. form the University of Mississippi School of Law and his LL.M. in taxation from New York University School of Law.

Carolyn Joy Lee is a partner in the New York City office of Jones Day, LLP, where she has an extensive state and local taxation practice, including planning for corporate mergers and acquisitions, partnerships, and LLCs. She also focuses on workouts and bankruptcy issues in the context of state and local taxation. She served as chair of the Tax Section of the New York State Bar Association and as chair of the State and Local Tax Committee of the Association of the Bar of the City of New York. She is a member emeritus of the New York City Tax Forum and a Fellow of the American College of Tax Counsel. Ms. Lee received her B.A., cum laude, from The Johns Hopkins University and her J.D. from Columbia University School of Law, where she was a Harlan Fiske Stone Scholar.