Tax Accounting in Mergers and Acquisitions gives in-depth, practical coverage of today's key issues in corporate acquisitions, dispositions, reorganizations, and restructurings from a transactional perspective. It will help your client:
1. Decide if the transaction should be taxable or nontaxable.
2. Structure the deal for the best results--stock or asset acquisition.
3. Achieve desired business objectives.

This book considers the tax accounting implications of structuring and restructuring transactions including those described in Code §§351 (Transfer to Corporation Controlled by Transferor), 338 (Certain Stock Purchases Treated as Asset Acquisitions), 381 (Carryovers in Certain Corporate Acquisitions), 721 (Nonrecognition of Gain or Loss on Contributions to a Partnership), and 1001 (Gain or Loss on Disposition of Property).

It discusses the rules relative to a taxpayer’s ability to carry over methods of accounting, to obtain audit protection through filing accounting method changes, to preserve favorable methods of accounting, to determine the effect of the transaction on any unamortized Code §481(a) adjustments (Adjustments Required by Changes in Accounting Methods), and to use the chosen structure as a means of achieving appropriate tax accounting objectives.

In addition, it describes some of the most common types of accounting method exposure items that arise during the course of due diligence and some of the alternatives for mitigating exposure to the buyer. Furthermore, it describes the most significant anti-abuse rules that prevent taxpayers from unreasonably taking advantage of these provisions.

Finally, it addresses some of the pitfalls that taxpayers should take into account in structuring transactions. In addition to updates of all rulings, cases and legislation, the 2010 edition contains a new chapter on Bankruptcy.


Topics and Content

• Chapter 1 Taxable and Tax-Free Acquisitions
• Chapter 2 Basic Concepts in Deductibility and Capitalization
• Chapter 3 Accounting for Restructuring Transactions under Code §§351, 338, 381, 721, and 1001
• Chapter 4 Treatment of Contingent Liabilities
• Chapter 5 Treatment of Transaction Costs Prior to the Final Capitalization Regulations
• Chapter 6 Final Capitalization Regulations
• Chapter 7 Debt Modifications in Connection with Mergers and Acquisitions
• Chapter 8 Original Issue Discount (OID) in Mergers and Acquisitions
• Chapter 9 Amortization of Intangibles under Code §197
• Chapter 10 Limitation on Loss Carrybacks — Corporate Equity Reduction Transactions
• Chapter 11 Consolidated Return Tax Accounting Issues
• Chapter 12 Tax Accounting Issues in Bankruptcies and Work-outs