Print Page   |   Contact Us   |   Your Cart   |   Sign In   |   Register
Sign In


Forgot your password?

Haven't registered yet?

Calendar

12/7/2016
8 Mistakes Experienced Contract Drafters Usually Make (Webinar)

12/7/2016
Estate Planning for Real Estate Part 2 (Telephone)

12/7/2016
Buying/Selling Commercial Real Estate, Part 2 (Telephone)

12/8/2016
Networking Professionally and Ethically (Webinar)

12/8/2016
Structuring Minority Interests in Businesses (Telephone)

Planning to Obtain Tax Free Treatment in Business Combinations (Telephone)
Tell a Friend About This EventTell a Friend
 

One of the biggest challenges of structuring a business combination is ensuring that transaction is tax-free or that taxes are minimized to the fullest extent possible. Combining two or more corporations – C Corps or S Corps, or a mix – have a range of transactional formats – asset deals versus stock deals, stock deals treated as asset deals, etc. – and widely varying tax tradeoffs.

3/16/2016
When: Wednesday, March 16, 2016
12:00 PM - 1:00 PM

« Go to Upcoming Event List  

MCLE Accreditation
Nebraska Activity #121116, 1.0 hour CLE

One of the biggest challenges of structuring a business combination is ensuring that transaction is tax-free or that taxes are minimized to the fullest extent possible. Combining two or more corporations – C Corps or S Corps, or a mix – have a range of transactional formats – asset deals versus stock deals, stock deals treated as asset deals, etc. – and widely varying tax tradeoffs. Even more challenging are those transactions involving the combination of corporate and non-corporate entities, such partnerships or LLCs. These “inter-species” transactions require structural ingenuity and a thoughtful understanding of the tradeoffs involved. Also very important to these deals are the issues involving the new 3.8% tax on “Net Investment Income” and how state and local sales/use taxes may apply to business combinations. This program will provide non-tax specialists with a practical guide to structuring business combinations to achieve a tax-free or tax-favored outcome.

  • Structuring business combinations – corporation/corporation, LLC/LLC, or inter-species – for tax-free or tax-reduced outcomes
  • Tax tradeoffs when structuring assets acquisitions – straight asset purchases versus entity mergers, and the role of debt
  • Stock for stock transactions – practical guidance to the intricacies of the tax code, including the Section 338(h)(10) election
  • Transactional formats for achieving a tax-favored “inter-species” merger of corporate and pass-through entities
  • Special considerations when one or more S Corps are involved
  • Understanding when and how the new 3.8% tax on Net Investment Income may apply to your transaction
  • Preserving tax attributes when structuring a transaction, including stepped up versus carryover basis
  • Application of state and local sales/use taxes in business combinations

Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses. Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.



To Register:
Cost $89.00

http://ne.webcredenza.com/catalog.aspx?browse=ViewProg&catid=22448

  • Click on abo9ve link
  • Click “Login to add to cart” button at the bottom of the program page
  • This will take you to the log in page, FIRST time users will need to create a user name and password that is separate and distinct from any information you may have used for the Nebraska State Bar website
  • Please be sure to use the attorney name and contact information of the person who is to receive the CLE credit
  • Once completed click “Update & Proceed to Payment”
  • The final step is to click “Submit Payment”
  • At this point you will receive an email confirmation of the purchase
  • The day before the Program you will receive the dial in information and program materials
  • We will submit the program participation information to the Nebraska State Bar Association within 48 hours of the program completion

If you need additional information on your CLE credits please contact:
Sara Weber, Nebraska State Bar Association
(402) 475-7091 ext # 131; sweber@nebar.com

Nebraska State Bar Association, 635 S. 14th St., Suite 200, Lincoln, NE 68508
(402) 475-7091; Toll Free (800) 927-0117; FAX (402) 475-7098