LAW-8089 Tax Due Diligence in Mergers and Acquisitions
Exploration of U.S. federal and state income tax issues in corporate mergers, acquisitions, and restructurings. The course will center on a simulated buy-side transaction and key deal steps (e.g., LOI considerations, data room review, request lists, diligence-call preparation, and report drafting), with hands-on assignments completed individually and in groups. The course will cover asset vs. stock transactions, tax-basis step-up analysis, and key tax attributes and limitations (including Sections 382, 174, and 163(j)). By the end of the course, students will understand how tax due diligence findings translate into the deliverables used in practice and how those findings are ultimately reflected in purchase agreement protections such as indemnities and escrows. The course will provide a brief, high-level overview of the federal income tax implications of common entity types; while not required, completion of the federal income tax course is strongly recommended before enrolling. Students will earn two experiential learning credits. Grading will consist of in-class participation / assignments, discussion board posts, and a final group presentation.
Offered
Fall Law, Spring Law