Sponsor:
Boston Bar Association, Tax Section

Program objective: This program will introduce both tax and corporate practitioners to the fundamental concepts governing the taxation of acquisitive reorganizations.

Who should attend: Junior associates who practice in the area of tax law; solo and small firm practitioners; and corporate attorneys at all levels who advise on M&A transactions who want a better understanding of the related tax issues.

Overview: The panel will provide a thorough analysis of the tax requirements applicable to tax-free reorganizations under Section 368 of the Internal Revenue Code. In addition, the panel will discuss practical solutions to issues that arise in negotiating and closing such a transaction. A representative from the Treasury will provide insight into Treasury’s view on current issues involved in tax-free reorganizations

Specific topics :

• The comparison between taxable and tax-free acquisitions
• Over-arching considerations applicable to all types of tax- free acquisitions
• Continuity of interest and the impact of contingent stock, restricted stock and escrows
• Different types of tax-free acquisitive reorganizations
• Multi-step transactions and the use of disregarded entities
• Executive compensation issues in the reorganization context
• Practical drafting considerations: deal documents and tax opinions
• The Treasury’s view on current issues involved in tax-free reorganizations

Panel

Donald-Bruce Abrams, Esq.
Bingham McCutchen LLP

Kimberly Boyle Wethly, Esq.
Wilmer Cutler Pickering Hale & Dorr LLP

Scott S. Jones, Esq.
Testa, Hurwitz & Thibeault, LLP

James D. Mungovan
Deloitte & Touche LLP

Audrey Nacamuli, Esq.
Office of Tax Legislative Counsel
Department of Treasury

Richard Schaul-Yoder, Esq.
Foley Hoag LLP

Moderators & Program Chairs

Christopher M. Flanagan, Esq.
Palmer & Dodge LLP

Kenneth R. Appleby, Esq.
Davis, Malm & D’Agostine P.C.

Program Prices

$115 - BBA Member
$145 - Non-Member
$80 - BBA Member - New Lawyer (admitted after 6/2003)
$60 - BBA Member - Legal Services/Government Lawyer

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