Tax Considerations in M&A

Lesley Adamo, Vice Chair of the Tax Group at Lowenstein Sandler LLP, The intricacies of tax considerations in a merger or acquisition (M&A) transaction cannot be overstated. These considerations play a crucial role in shaping the overall economics and structure of the deal and can significantly impact the outcome for all parties involved. With expert tax planning and structuring, it is possible to mitigate the tax burden and maximize the benefits of the transaction.  In this episode of the M&A Science Podcast, Lesley Adamo, Vice Chair of the Tax Group at Lowenstein Sandler LLP, delves into the importance of tax considerations in M&A and provides valuable insights on navigating this complex landscape. Things you will learn in this episode: Tax complexities in M&A Buyer’s tax considerations Seller’s tax considerations Gross-up in negotiations Net-operating losses ____________________________________________________________________________ This episode is sponsored by  The M&A Science Fair, the exclusive event for the industry-leading M&A corporate practitioners.  Episode Timestamps: 00:00 Intro 05:49 Tax Complexities 07:34 Considering Tax 15:05 Start-up Tax liabilities 18:33 Minimizing Risks 21:42 Stock vs. Asset sale 22:58 Net Operating Losses 27:00 Buyer’s Benefits 28:24 Creating a Holding Company 30:00 Equity Compensation 31:33 Efficient Tax Structuring for Sellers 36:59 Negotiations 39:38 Tax Considerations in LOI  43:40 Qualified small business stock 48:59 Relocation for Tax Savings 50:41 Tax considerations during diligence 52:21 Lessons Learned