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 taxpa

Benefits and Features

Highlights Of The 2008 Edition Include The Following:

·         A global example that sets forth issues commonly encountered in a transaction.

·         A discussion of the potential impact of § 267 on the tax treatment of the seller where contingent liabilities are assumed.

·         The impact of FIN 48 and § 6694 on the deductibility of success-based fees paid in connection with a transaction.

·         An analysis of the dichotomy resulting from the proposed regulations regarding tangible property on the treatment of transaction costs incurred in connection with business expansion effected internally (i.e., organic business expansions) and business expansions effected through acquisitions.

·         A discussion of special issues relating to the treatment of a target’s transaction costs.

·         A discussion of the impact of § 162(k) on the treatment of transaction costs.

Topics and Contents

Taxable and Tax-Free Acquisitions

Basic Concepts in Deductibility and Capitalization

Accounting for Restructuring Transactions Under Code §§351, 338, 381, 721, and 1001

Treatment of Contingent Liabilities

Treatment of Transaction Costs Prior to the Final Capitalization Regulations

Final Capitalization Regulations

Debt Modifications in Connection With Mergers and Acquisitions

Original Issue Discount (OID) in Mergers and Acquisitions

Amortization of Intangibles Under Code §197

Limitation on Loss Carrybacks — Corporate Equity Reduction Transactions

Consolidated Return Tax Accounting Issues