Mastering Equity Rollovers in M&A Transactions: Strategies for Lawyers

Michael P. Spiro
Michael P. Spiro | Finn Dixon & Herling LLP

Michael chairs the firm’s Tax group, where his practice focuses on providing federal and state tax advice in connection with domestic and cross-border transactions, including hedge and private equity fund formations, mergers and acquisitions, and debt and equity financings and restructurings.

On-Demand: July 13, 2023
Mastering Equity Rollovers in M&A Transactions: Strategies for Lawyers

$195.00 1.5 hour CLE

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Program Summary

This webinar will address common issues and opportunities in structuring equity rollovers in M&A transactions. The webinar will focus on (i) equity rollover planning for different forms target, seller and purchaser entities, (ii) certain less common “synthetic” rollover structures that may be used when tax-deferred rollover is not available and (iii) ways to address situations in which no form of tax-deferred rollover is possible.

Key topics to be discussed:

  • Rollovers utilizing Section 351
  • Rollovers utilizing Section 721
  • Tax-free “reorganizations”
  • Synthetic Rollovers
  • Compensating for the lack of a rollover

Date / Time: July 13, 2023

Closed-captioning available

Speakers

Michael P. Spiro_Finn Dixon & Herling LLP_myLawCLEMichael P. Spiro | Finn Dixon & Herling LLP

Michael chairs the firm’s Tax group, where his practice focuses on providing federal and state tax advice in connection with domestic and cross-border transactions, including hedge and private equity fund formations, mergers and acquisitions, and debt and equity financings and restructurings.

A frequent author and speaker, Michael has particular expertise in complex partnership taxation, the use of qualified small business stock in acquisitive transactions, and the structuring and modification of financial instruments. Representative matters that he advises on include the following:

Advising private equity and venture capital fund sponsors on optimization of portfolio company tax attributes including qualified small business stock, basis step-ups, net operating loss utilization and interest deduction maximization.

Structuring complex acquisition transactions to provide for tax-deferred rollover.

Optimizing global tax in cross-border transactions, including acquisitions, equity compensation design and related party transactions.

Advising family offices and investment management clients on tax-efficient compensation structures.

Agenda

I. Rollovers utilizing Section 351 | 2:00pm – 2:20pm

II. Rollovers utilizing Section 721 | 2:20pm – 2:40pm

III. Tax-free “reorganizations” | 2:40pm – 3:00pm

Break | 3:00pm – 3:10pm

IV. Synthetic Rollovers | 3:10pm – 3:25pm

V. Compensating for the lack of a rollover | 3:25pm – 3:40pm