Advanced Issues in Tax-Free Acquisitive Reorganizations

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Thursday | April 27, 2006 | 2:30 p.m. – 6:30 p.m.

Sponsors: Federal Tax & Business Transactions Committee, BBA Tax Section

Program objective: To provide practitioners with a thorough analysis of recent developments in the area of tax-free acquisitive reorganizations under Section 368 of the Internal Revenue Code.

Who should attend: Experienced attorneys practicing in the area of tax law, corporate attorneys and Certified Public Accountants.

Program overview: A panel of renowned practicing attorneys and academics, along with top government representatives, will provide a thorough analysis of significant developments in the area of tax-free acquisitive reorganizations under Section 368 of the Internal Revenue Code. Attendees will learn practical solutions to issues that arise in negotiating such transactions, and will hear from government representatives offering insight into the IRS’s and Treasury’s views on current issues involved in tax-free reorganizations, including possible changes to IRS ruling positions and the status of pending projects.

Specific topics will include:

• New final regulations on:
• Effect of pre-closing fluctuations in value of acquirer stock on continuity of interest
• Cross-border mergers, including an overview of the attendant Section 367 issues
  
• Current proposed regulations:
• “no-net-value” regulations and comparison of the provisions of these regulations with pre-regulation case law
• Post-reorganization reshuffling of stock and assets (push-ups and push-downs)

• Application of:
• Step/integrated transaction rules in reorganizations
• New Section 409A rules to specific reorganization-related issues

• IRS's and Treasury’s views on current issues and pending developments in tax-free reorganizations

Program attendees will have the opportunity to address specific questions to the panel.

Moderators and Program Co-Chairs:

Kenneth R. Appleby, Esq.
Foley & Lardner LLP

Christopher M. Flanagan, Esq.
Edwards Angell Palmer & Dodge LLP

Nicola M. Lemay, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP

Panelists:

William D. Alexander, Esq.
Associate Chief Counsel (Corporate)
Internal Revenue Service

Alan L. Feld, Esq.
Boston University School of Law

Christopher M. Flanagan, Esq.
Edwards Angell Palmer & Dodge LLP

Russell E. Isaia, Esq.
Bingham McCutchen LLP

Louis J. Marett, Esq.
Choate, Hall & Stewart LLP

Roger M. Ritt, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP

Leonard Schneidman, Esq.
Foley Hoag LLP

Eric Solomon, Esq.
Deputy Assistant Secretary (Regulatory Affairs)
Office of Tax Policy
Department of Treasury

 
Program Prices

$115 - BBA Members
$145 - Non-Members
$80 - BBA Member New Lawyer (admitted after 6/2004)
$60 - BBA Member Legal Services/Government Lawyer