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Lorman Accounting Teleconferences

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Last Build Date: Sun, 21 Jan 2018 12:30:02 GMT


Key Strategies in Negotiating Letters of Intent in Mergers and Acquisitions

Sun, 21 Jan 2018 02:00:31 America/Chicago

February 14, 2018

Pros and Cons of Doing a Letter of Intent

• Buyer and Seller Perspectives/Goals

Typical Issues to Address in the Letter of Intent

• Form of Letter of Intent

• Binding or Nonbinding

• Business Terms Addressed

– Price: Form and Timing of Payment, Escrows and Holdbacks

– Deal Structure

– Ancillary Transactions

– Closing Conditions

– Representations and Warranties, Indemnities, Limitation of Indemnities

– Other Provisions

• "Process" Issues

– Timing/Milestones to Closing (e.g., Due Diligence, Signing of Definitive Agreements, Closing)

– Exclusivity/No Shop Provisions

– Access to Seller

– Confidentiality

– Expenses

– Other Provisions: Termination, Choice of Law/Jurisdiction, Etc.

Case Law Concerning Letters of Intent

• Breach of Binding Provisions

• Obligation to Negotiate in Good Faith

• Liability

• Measure of Damages

Like Kind Real Estate Exchanges

Sun, 21 Jan 2018 02:00:32 America/Chicago

February 8, 2018

Review of 1031 Requirements – Including Changes to Section 1031 Resulting From the Recently Enacted Tax Cut and Jobs Act

Partnership and LLC Issues

• How to Successfully Advise Concerning Partnership Breakups and Split-Ups, Including a Discussion of Various Techniques Frequently Used

Legally "Extending" the 1031 Timelines

• Recent Developments in Related Party Exchanges

• Using the Purchase of a Leasehold Interest and Seller Carryback Financing to Complete the Exchange

S Corporations: How to Avoid Common and Often Overlooked Pitfalls (Simple to Complex)

Sun, 21 Jan 2018 02:00:07 America/Chicago

February 28, 2018

Corporate and Shareholder Requirements

• One Class of Stock

• Number

• Type

Shareholder Basis

• Importance of Basis

• Stock Basis; Debt Basis

Entity Level Taxes

• Built-in Gains Tax

• Excess Net Passive Income

• LIFO Recapture

Reasonable Compensation to Shareholder

• Reasonable Compensation – Significant Employment Tax Savings by Making Distributions

• Unreasonable Compensation

M&A Deals Involving S Corporations

• Section 338(h)(10) and Section 336(e)

• Net Investment Income Tax Considerations

New Tax Bill

• 20% Deduction of Pass-Through Income

• Post-Conversion Distributions

• Deferral of Mandatory Repatriation

Strategies in Representing Clients Before the IRS

Sun, 21 Jan 2018 02:00:31 America/Chicago

February 20, 2018

Preparing for Audit

• Obtain All Copies of Correspondence From IRS

• Review of Tax Return and Supporting Documentation

• Power of Attorneys

• Transcript of Taxpayer's Account

• Filing an Amended Tax Return

• Addressing All Areas Under Audit in a Timely Manner

• How Did It Happen?

• Discussing Controversial Issues With Taxpayer

• Keeping Taxpayer Informed


• Office Audit

• Field Audit


• Determine If Additional Meetings Necessary With Agent's Supervisor

• Gray Areas? -Technical Advice Referral

• Appellate Level

Tax Planning for Disregarded Entities: Issues, Risks, and Opportunities

Sun, 21 Jan 2018 02:00:08 America/Chicago

March 13, 2018

Classification Issues

• U.S. Single Member Limited Liability Companies

– Classification for Corporate Law Purposes

– Classification for U.S. Income Tax Purposes Disregarded Entity vs. Corporation (C and S)

– Classification for Employment Tax Purposes

– Classification of U.S. LLCs for Foreign Tax Purposes

– Reporting Requirements for Foreign Owned LLCs

• Foreign Entities

– Default Classification for Income Tax Purposes

– Elective Classification for Income Tax Purposes

Consolidated Tax Return Issues

• Corporate Subsidiaries

• LLC Subsidiaries

Mergers and Acquisitions

• U.S. M and A Transaction

• Foreign M and A Transaction

– Partnership Transactions

– LLC Mergers

– LLC Separations

Hybrid Entities and Withholding Tax Issues

• Domestic Hybrids

• Foreign Hybrids

Estate and Gift Tax and LLCs