Mergers, Acquisitions, and Buyouts, June 2024 Edition Five Volume Print Set

Mergers, Acquisitions and Buyouts deals not only with the federal income tax aspects of acquisitions, but also (although somewhat more briefly) with many of the other aspects of acquisitions, including state corporate law, securities law, accounting, fraudulent conveyance law, antitrust reporting, and contract terms that are important in negotiating, structuring, and effectuating an acquisition.

Volumes 1 - 4: Transactional Analysis
1. Introduction, Overview and Definitions
2. Taxable Purchase of Target’s Stock and Taxable Reverse Subsidiary Merger
Chapter 2 deals with Purchaser's taxable purchase of Target’s stock, including Purchaser's acquisition of Target through a taxable reverse subsidiary merger.

3. Taxable Purchase of Target’s Assets and Taxable Forward Merger
Chapter 3 deals with Purchaser's taxable purchase of Target’s assets, including Purchaser's acquisition of Target through a taxable forward merger.

4. Taxable Acquisitions: Acquisition Expenses, Stepped-Up Basis Allocation, Intangibles, Amortization, Non-Compete Covenant, Tax Receivable Agreement, etc.
Chapter 4 deals with many of the collateral issues in a taxable acquisition, including deductibility of Target’s and Purchaser's expenses of the acquisition, determining whether to structure the acquisition for asset SUB or asset COB, allocating the purchase price among the acquired assets in an SUB transaction, amortization of SUB intangible assets, consulting payments, non-compete covenants, §1253 franchise payments, contingent-interest debt, tax receivable agreements, and the risk of inadvertent asset COB, and zero basis problems where Purchaser stock is delivered by a Purchaser subsidiary.

5. Unwanted Assets
Chapter 5 deals with unwanted Target assets.

6. Tax-Free Reorganization Basic Principles
7. "Solely for Voting Stock" Reorganizations
8. Reorganizations Not "Solely for Voting Stock"
Chapters 6 through 8 deal with acquisitions intended to qualify as tax-free corporate reorganizations.

9. Code § 351 Acquisitions and Dispositions
Chapter 9 deals with the creative use of Code §351 (COB asset transfer to an 80% controlled corporation partly or entirely in exchange for stock).

10. Tax-Free Spin-Offs
Chapter 10 deals with Code §355 spin-offs.

11. Taxable and Tax-Free S Corp Acquisitions
Chapter 11 deals with the additional acquisition issues presented where either Purchaser or Target or both is an S corp.

12. Acquiring or Restructuring Distressed Company, Including Debt Cancellation Income and NOLs
Chapter 12 deals with the acquisition or restructuring of a financially distressed C corp, S corp, partnership or LLC, including consequences to LossCo and its creditors from a restructuring and effects of an acquisition on LossCo's NOLs and other tax attributes.

13. Tax Aspects of LBO Financing--Debt and Preferred Stock

14. Tax Aspects of LBO Structuring
Chapters 13 and 14 deal with a number of the issues that arise most often in LBOs, but also in other acquisitions, including the deductibility of interest on money borrowed to make the acquisition or on debt securities issued in the acquisition, the tax treatment of original issue discount on debt and preferred stock issued to finance the acquisition, the tax consequences when such preferred stock is redeemed, and alternative approaches to structuring an LBO.

15. Management Compensation
Chapter 15 deals with the tax and accounting aspects of compensating Target’s, Purchaser's, or Newco's management (including ISOs, NQOs, SARs, deferred compensation, vested or unvested stock or deferred compensation, and golden parachute tax rules).

16. Acquisitions and Dispositions Using Partnership, LLC, or REIT
Chapter 16 deals with the use of partnerships, LLCs, and REITs in acquisitions and dispositions (including state partnership and LLC laws).

17. Non-Tax Acquisition Issues, Including SEC, State Entity Law, ERISA Group Liability, Accounting, Fraudulent Conveyance, and HSR Antitrust Reporting
Chapter 17 deals with non-tax issues in acquisitions (although many non-tax structuring issues are also dealt with in Chapters 1 through 16), including state corporate, partnership, and LLC laws, Purchaser's 's and Target’s deal protective measures, federal securities law, stock exchange rules, purchase accounting, fraudulent conveyances, Hart-Scott-Rodino antitrust reporting rules, ERISA group liability, and general structuring considerations.

18-20  Reserved.

Table of Internal Revenue Code Sections
Table of Treasury Regulations
Table of Treasury Rulings
Table of Securities Laws
Table of FASB Statements
Table of Cases
Index

Volume 5: Sample Acquisition Agreements with Tax and Legal Analysis
21. Introduction to and Explanation of Sample Acquisition Agreements
22. Taxable Purchase of Stock
23. Taxable Purchase of Assets
24. Taxable Purchase of Divisional Business
25. Taxable Reverse Subsidiary Merger
26. Tax-Free Merger
Volume 5 contains sample acquisition agreements and commentary on the tax and other aspects of those sample agreements, including sample agreements for:
• Taxable stock purchase
• Taxable asset purchase
• Taxable divisional purchase
• Taxable reverse subsidiary merger
• Tax-free merger (including pro-buyer, pro-seller, and neutral versions of the stock purchase, asset purchase, and divisional purchase agreements) 
as well as additional terms that can be incorporated where Target is a subsidiary in a consolidated group of corporations, Target is an S corp, and/or there is a purchase price adjustment based on Target’s closing date balance sheet.

Martin D. Ginsburg is Professor of Law at Georgetown University Law Center in Washington D.C., and Of Counsel to the law firm of Fried, Frank, Harris, Shriver & Jacobson, LLP. He has chaired the Tax Section of the New York State Bar Association, the Committee on Taxation of the Association of the Bar of the City of New York, and the Committee on Simplification of the ABA Section of Taxation. In addition, Mr. Ginsburg has served as a Member of the Advisory Group to the Commissioner of Internal Revenue and the Advisory Group to the Tax Division of the Department of Justice, and he is a fellow of the American College of Tax Counsel.

Jack S. Levin is a senior partner in the international law firm of Kirkland & Ellis LLP in Chicago and a lecturer at the University of Chicago Law School and the Harvard Law School. He is past chair of the ABA Subcommittee on Taxation of Corporate Distributions, a former assistant to the Solicitor General of the United States for tax matters, and a former member of the Executive Committee of the Chicago Bar Association’s Taxation Committee. He is a graduate of Harvard Law School (summa cum laude, first in a class of 500), a CPA (winner of Illinois Gold Medal), and a fellow of the American College of Tax Counsel.

DONALD E. ROCAP is a senior partner in the Chicago office of Kirkland& Ellis LLP, where he specializes in the tax aspects of complex transactions. Mr. Rocap is a lecturer at the University of Chicago Law School. Mr. Rocap received his undergraduate degree from Duke University and J.D. from the University of Virginia Law School, where he is a member of the Order of the Coif. Mr. Rocap has been selected as one of America’s Leading Lawyers for Business in Tax by Chambers USA every year since 2004 and as one of The World’s Leading Lawyers for Business in Tax by Chambers Global each year since 2002. Prior to joining Kirkland & Ellis LLP, Mr. Rocap was Deputy Tax Legislative Counsel (Regulatory Affairs) at the U.S. Treasury Department’s Office of Tax policy.