Taxable Acquisitions 2010

Synopsis

Delve into the details of the laws and regulations governing taxable acquisitions and all-cash “D” reorganizations as an insightful panel of experts covers important aspects of this expansive topic. With particular focus on acquisitions under Sections 1060, 338 and 338(h)(10) of the Internal Revenue Code, this program also interprets the new regulations regarding “D” reorganizations and debates the merits of the codification of economic substance.



Outline

I. Introduction
        A. Overview
II. Section 1060
        A. Applicable Asset Acquistions
        B. Reporting Requirements
        C. Deals Involving Two Businesses
        D. Economic Substance
        E. Provision for Agreement on Allocation
        F. Different Appraisals
III. Section 338
        A. Benefits of Section 338
        B. Acquisitions Under Section 338
        C. Section 338 Regulations
IV. D Reorganizations
        A. Asset Purchases Between Related Parties
        B. Effects of Congressional Action
        C. New Regulations
        D. Two Regulations
        E. Nominal Share
        F. Deemed Stock
        G. Deemed Stock, Continued
        H. Intercompany Asset Sale and Liquidation
V. Questions
        A. Mostly Common Ownership
        B. Constructive Ownership
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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 Mark J. Silverman

Mark Silverman
Steptoe & Johnson

Mark J. Silverman is a partner in the Washington, D.C., office of Steptoe & Johnson LLP, where he heads Steptoe’s tax practice. Mr. Silverman was named one of the top 10 tax lawyers in Washington, D.C., in 2005 by Legal Times. He is a member of The American Law Institute, Tax Advisory Group for the Study of Subchapter C of the Internal Revenue Code.

Mr. Silverman was formerly an advisor to the Committee on Ways and Means during its consideration of revisions to the corporate tax provisions of the Internal Revenue Code. He is a fellow of the American College of Tax Counsel. Mr. Silverman was formerly a council member of the American Bar Association, Section of Taxation and was formerly chair of the Corporate Tax Committee. He chaired the Tax Section Task Force on Leveraged Buyouts. Mr. Silverman co-authored the Tax Advisors Planning Series on Financially Troubled Businesses, was formerly corporate tax editor of The Journal of Taxation, and is a member of the advisory boards of the NYU Institute on Federal Taxation and BNA Tax Management, Consolidated Returns Tax Report, M&A Tax Report and Corporate Taxation magazines.

Mr. Silverman is on the editorial board of The American Journal of Tax Policy, and is on the board of trustees of the Southern Federal Tax Institute. Mr. Silverman chairs the ALI-ABA annual consolidated returns program. Mr. Silverman was formerly a member of the executive committee of the New York State Bar Association. In addition, he is an adjunct professor of law at Georgetown University Law Center and was formerly attorney-advisor to Judge Samuel B. Sterrett of the U.S. Tax Court.

Mr. Silverman received his LL.M. from New York University Law School in 1971. He graduated from Suffolk University Law School with his J.D. in 1970 and received his B.S. from Indiana University in 1967.

Mr. Silverman is a frequent speaker on tax matters and has published numerous articles on the subject. He is admitted to practice in New York and the District of Columbia.

Photo of Robert H. Wellen

Robert Wellen
Ivins, Phillips & Barker

Robert H. Wellen is a partner in the Washington, D.C., law firm of Ivins, Phillips & Barker. His practice involves principally the tax planning of business transactions and representing taxpayers in controversies with the Internal Revenue Service.

Mr. Wellen received his B.A. from Yale College in 1968 (Phi Beta Kappa, magna cum laude, high honors in English literature), his J.D. from Yale Law School in 1971 and his LL.M. in taxation from Georgetown University Law Center in 1975. From 1971 until 1975, he served on active duty in the U.S. Navy Judge Advocate General’s Corps. In 1975 he joined the Washington, D.C., office of Fulbright & Jaworski LLP and became a partner in that firm in 1979. He joined Ivins, Phillips & Barker as a partner in 1993.

Mr. Wellen’s work focuses on tax aspects of corporate transactions, including mergers and acquisitions, spin-offs, joint ventures and financings. He has also served as an arbitrator and as an expert witness in commercial disputes involving tax issues.

Mr. Wellen is active in the Tax Section of the American Bar Association. Among other posts, he has served as chair of the section’s Corporate Tax Committee. As a member of the Tax Section’s Government Submissions Committee, he reviews comments on proposed legislation, proposed regulations and rulings. He is also a member of the American College of Tax Counsel, the District of Columbia Bar Taxation Section and the Federal Bar Association Tax Committee.

Mr. Wellen lectures and writes on topics such as corporate acquisitions, restructurings and spin-offs. In recent years, he has lectured at institutes conducted by the Tax Executives Institute, the Federal Bar Association, the District of Columbia Bar Association, New York University, Penn State/Dickinson College of Law, UCLA, University of Miami, ALI/ABA and the Practising Law Institute, among others. His articles on tax subjects have been published in the Practising Law Institute volumes on corporate transactions, Tax Notes, Journal of Taxation, Taxes and other publications.

Mr. Wellen is admitted to practice in Colorado, Connecticut, the District of Columbia and various federal courts.

Photo of William D. Alexander

William Alexander
Internal Revenue Service

William D. Alexander is the Associate Chief Counsel (Corporate) at the Internal Revenue Service. He has been with the IRS Office of Chief Counsel (Corporate) since 1990. Prior to joining the IRS, he was associated with Simpson Thacher & Bartlett in New York. He has a bachelor’s degree from Cornell University, a law degree from Columbia Law School, and an LL.M. in taxation from New York University School of Law.

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Details

Course Code : 776325

Release Date: 1/1/2011 12:00:00 AM
Length: 1hr 20min
Format Type: Video
Recorded Date: 4/22/2010

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