Negotiating a Corporate Acquisition From a Tax Perspective


The presenters in this course focus on the practical aspects of corporate acquisitions from a tax perspective. They address the important process of negotiating a corporate acquisition including how to document a deal, the structure of an agreement, what steps you need to follow for a successful deal, and how to interact with the other players on the deal team.



I. The Tax Perspective
        A. Fundamentals of the Deal
                1. What Is the Deal?
                2. Taxable or Tax-Free
                3. Connect With the Players
                4. Be Part of the Team
        B. The Agreement
                1. The Basic Structure
                2. Indemnification
                3. Insuring the Deal
        C. Representations and Warranties
                1. Their Negotiation
                2. Risk Allocation Issue
        D. Tax-Effecting Indemnity Payments
        E. More Tax Matters


Content Provided

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 Jeffrey B. Samuels

Jeffrey Samuels
Paul, Weiss, Rifkind, Wharton & Garrison LLP

Jeffrey B. Samuels is a partner in Paul, Weiss, Rifkind, Wharton & Garrison’s New York city office, where he is co-chair of the tax department and a member of the firm’s management committee.

Mr. Samuels has a practice that covers a broad range of international and domestic transactions, including public and private mergers and acquisitions; the organization of investment funds, partnership and joint venture transactions; and structuring of complex real-estate transactions, including the formation of REITs.

Mr. Samuels is also the author of the U.S. chapters of The International Comparative Legal Guide to Corporate Tax 2008 and of Real Estate Investment Trusts: A Global Analysis. Mr. Samuels was on the staff of the New York University Annual Survey of American Law and taught at Columbia University for several years.

Mr. Samuels received his J.D. from New York University School of Law in 1981, a Ph.D., M.Phil. and M.A. from Columbia University in 1978, and he graduated cum laude with a B.S. from Cornell University in 1972.

Mr. Samuels is a member of the New York State and New York City bar associations.

Photo of Susan C. Philpot

Susan Philpot
Cooley Godward LLP

Susan Cooper Philpot is a partner in the business department of Cooley Godward LLP, based in the firm’s San Francisco office. She joined the firm in 1974 and became a partner in 1980.

Ms. Philpot is a member of the firm’s tax group. Her practice is concentrated primarily in the areas of corporate counseling and corporate income tax planning, with particular focus on corporate governance matters, corporate reorganizations, joint venture and other corporate partnering arrangements.

Prior to joining Cooley Godward, Ms. Philpot served as law clerk to Justice James N. Bloodworth of the Alabama Supreme Court, from 1973 to 1974.

Ms. Philpot received her J.D. in 1973 from Stanford Law School, where she was elected to the Order of the Coif. She was a member of the Stanford Law Review from 1971 to 1973 and was articles editor from 1972 to 1973. Ms. Philpot completed her undergraduate studies at Stanford University and received an A.B. in English in 1970. She was admitted to the Alabama state bar in 1973 and the California bar in 1974.


Price (USD)

Standard Rate: $99.00
Subscribers: FREE
Pillsbury U Online: $99.00


Course Code : 776115

Release Date: 07/07/2011
Length: 1hr
Format Type: Video
Recorded Date: 4/29/2011

Included In

Returning Subscribers

Login Login