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

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This episode is sponsored by  The M&A Science Fair, the exclusive event for the industry-leading M&A corporate practitioners. 

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