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Bank Acquisitions - A Tax Refresher

Overview This session will review federal income tax developments and planning issues arising in mergers and acquisitions. Consideration will be given to the form of the transaction and the resulting consequences.  Topics to be discussed include an analysis and review of common acquisition structures, due diligence, recapitalizations, Section 382 considerations, unique S corporation issues and other current topics.

January 31, 2013

75 minutes

Learning Objectives
Pricing and Registration
CE Credits
Who Attends?
● Due Diligence
How is the acquisition structured?
Have you considered all of the relevant tax issues of Target and how they may impact Acquiring's tax positions?
Which Target documents should you be requesting for review?
What are the relevant post-acquisition activities?
● S Corporation Acquisitions
Options available in structuring a sale/purchase of an S Corp bank
Impacts on the Selling Corporation
Impacts on the Selling Shareholders
Impacts on the Acquiring Corporation
Reporting requirements
Planning considerations
● Recapitalizations & Section 382 Ownership Change Rules
Background on Section 382 concepts
How to determine if an ownership change has occurred
What is the relevance of a 5% shareholder?
The benefit of the "cash issuance" exception
Tax attribute preservation plans
Built-in gains and losses 

● Other Current Issues

Reporting of organizational actions
Deducting success-based fees in M&A transactions
Observations on failed-bank acquisitions
  • CEOs and CFOs
  • Board Members
  • Tax Directors and Controllers
  • Investors, advisers and others concerned with the tax implications of potential acquisitions.
Participants with get a refresher on:
  • Issues to consider in the due diligence process with respect to acquisition structure, target review and post- acquisition integration;
  • Issues to consider in S corporation acquisitions, including various options for structuring the acquisitions; and
  • Issues to consider in a recapitalization, including background on Section 382, proposed regulations and implications of an ownership change.
Kevin Powers Partner Crowe Horwath
Melissa Reinbold Senior Manager Crowe Horwath

Bank Acquisitions - A Tax Refresher

Recorded   January 31, 2013
75 minutes
Free for SNL Subscribers*

$ 99 for All others

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