Tax Accounting Issues in Mergers and Acquisitions

Synopsis

Corporate tax lawyers discuss current developments in the area of transaction costs in mergers and acquisitions, focusing on the implications of some recent IRS rulings. Other topics covered include the interaction and tension between 26 U.S.C. § 709 and the regulations dealing with covered transaction costs, integration costs in non-acquisitive transactions, issues regarding built-in losses for companies emerging from bankruptcy, debt modifications, and post-petition interest.



Outline

I. Recent IRS Rulings
        A. Merger Ruling
        B. Bright-Line Date Ruling
        C. Success-Based Fees
II. Covered Transaction Costs
        A. Section 709 and Reg. 1.263(a)-5
        B. Transaction Cost Questions
III. Integration Costs
        A. Spin-Offs and IPOs
IV. Section 481 Issues
        A. Section 382 Limitation
V. Debt-for-Debt Exchange
        A. Debt Modifications
VI. Post-Petition Interest
        A. Post-Petition Interest Income
        B. Post-Petition Interest Deductibility
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The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.







Speakers / Authors:

Photo of Amy J. Sargent

Amy Sargent
Ernst & Young LLP

Amy J. Sargent is a member of the transaction advisory services practice within the mergers and acquisitions group at Ernst & Young LLP in Washington, D.C. She focuses on the federal income taxation of corporations, with an emphasis on issues relating to financially troubled companies and capitalization issues that arise in the mergers and acquisition context.

Prior to joining Ernst & Young, Ms. Sargent was with the Washington national tax office of Deloitte & Touche LLP for two years, and prior to that position, she was with Arthur Andersen’s Office of Federal Tax Services for five years. Before joining Arthur Andersen, she served at the Internal Revenue Service, where she held a variety of positions. From 1988 through 1997, Ms. Sargent was an assistant branch chief and an attorney adviser in the Office of the Assistant Chief Counsel (Income Tax & Accounting) and an attorney adviser in the Office of Assistant Chief Counsel (Corporate). From 1994 through 1997, she served as a trial attorney with IRS District Counsel in Nashville, Tenn., where she was appointed as a special assistant U.S. attorney to represent the IRS in Bankruptcy Court.

Prior to joining the IRS, Ms. Sargent was a trial attorney with the Department of Justice Tax Division, where she represented the IRS in both District Court and Bankruptcy Court. She received a bachelor’s degree from Kansas State University, a J.D. from Washburn University, and an LL.M. in taxation from the University of Missouri – Kansas City.

Photo of Glenn R. Carrington

Glenn Carrington
Ernst & Young LLP

Glenn R. Carrington is the national tax director for client services at Ernst & Young LLP and a member of the U. S. Executive Board. He has more than 20 years experience and has been the lead tax consultant to the National Retail Federation and an associate member for more than 10 years, providing advice in tax accounting, corporate and financial products.

Prior to jointing Ernst & Young, Mr. Carrington served at the Internal Revenue Service as the head of the Office of Associate Chief Counsel (Income Tax & Accounting) in charge of all accounting issues, including method changes. He was also branch chief in the Office of the Associate Chief Counsel (Corporate) and has authored a treatise entitled Tax Accounting in Mergers and Acquisitions.

Mr. Carrington earned his law degree from the University of Virginia School of Law in 1980.

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Details

Course Code : 776375

Release Date: 1/1/2011 12:00:00 AM
Length: 45min
Recorded Date: 4/23/2010
Format Type: Video

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