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KPMG Executive Education

Tax Issues and Developments in Mergers and Acquisitions

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Description

Mergers and acquisitions can lead to both tax pitfalls and tax opportunities.

Led by a team from KPMG’s Washington National Tax Office, this seminar engages participants in the upside and downside of corporate tax rules for mergers & acquisitions.

Starting with a review of the core tax principles underlying taxable and tax-free acquisitions, the seminar focuses foremost on the issues that challenge transactional planning. It will also explore a variety of other important issues, including cross-border transactions, consolidated returns, stock distributions, insolvent corporations, internal restructurings, use of losses, economic substance/step-transaction, transaction costs, and debt-equity regulations.

Agenda

  • Taxable asset Sales, Section 338, and Section 336(e)
  • Tax-Free Reorganizations and Section 355
  • Economic Substance, Step-Transaction, and Substance-Over-Form
  • Consolidated Returns Issues
  • International Issues Under Sections 367 and 7874
  • Tax Treatment of Transaction Costs
  • New Section 385 Regulations
  • Cancellation of Indebtedness
  • Loss Issues

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Detailed Description
Detailed Description
New York Institute of Finance

M&A Professional Certificate

Next dates

Nov 11—15, 2019
5 days
New York, New York, United States
USD 3499
USD 699 per day
Nov 11—15, 2019
Online
USD 3499
Feb 24—28, 2020
Online
USD 2799
+6 more options

Description

Comprehensive analysis of the major facets of the Mergers & Acquisitions industry and the skills engaged in executing all areas of transactions from pre to post-merger integration.

Prerequisite knowledge:

  • Basic MS Excel skills
  • Principles of corporate finance and valuation
  • Familiarity with financial markets and instruments

CURRICULUM

Day 1

MODULE 1: MERGERS AND ACQUISITIONS - CONCEPTS AND THEORIES PART I

  • Mergers and Acquisitions Overview
  • Key Drivers of a Successful Acquisition
  • Attractiveness of Target Companies
  • Acquisition Structure
  • Sequence of Events
  • Documentation and Agreements

Day 2

MODULE 1: MERGERS AND ACQUISITIONS - CONCEPTS AND THEORIES PART II

  • Managing for Value Creation
  • How Does the Integration Process Affect Value Creation?
  • Valuation
  • Financing the Acquisition
  • Anti-takeover Mechanisms
  • Anti-trust Policies

Day 3

MODULE 1: MERGERS AND ACQUISITIONS - STRUCTURING THE DEAL

  • Legal structures
  • Tax structures
  • Accounting
  • Letter of Intent
  • Seller paper, earn outs, hope certificates
  • Special cases
  • Tax loss mergers
  • Break-up/sum-of-the-parts/split-offs
  • LBOs
  • Roll-ups, consolidation plays
  • Distressed (Bankruptcy) M&A
  • Special Purpose Acquisition Corp. (SPAC), Blind pool
  • Reverse merger, backdoor IPO

Day 4

MODULE 1: FREE CASH FLOW MODELING

  • Free Cash Flow and the Objectives of the Firm
  • Components of Free Cash Flow
  • Cost of Capital
  • Capital Budgeting Using Free Cash Flow
  • Modified Free Cash Flow
  • Using Free Cash Flow to Evaluate Acquisition Opportunities
  • Integration of Acquisitions

Day 5

MODULE 1: ACCOUNTING FOR MERGERS AND ACQUISITIONS

  • Equity Method of Consolidation
  • Purchase Accounting for Business Combinations
  • Forecasting the Performance of the Combined Company
  • Internal Revenue Code Section 338(g) and 338(h)(10) Transactions

MODULE 2: DESK READY SKILLS KNOWLEDGE CHECK

WHAT YOU'LL LEARN

  • Mergers and acquisitions, concepts and theories
  • Accounting for M&A
  • Free cash flow – a powerful decision making metric
  • Structuring the deal

Who should attend

  • Financial analysts/managers
  • bankers
  • strategic planning professionals
  • corporate finance lawyers
  • market regulators
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