Chapter 12

Structuring the Deal: Tax and Accounting Considerations



This chapter focuses on the implications of tax and accounting considerations for the deal structuring process. Changes to US tax laws in 2017 impacting M&As are explained. Their implications are explored for structuring deals, financing highly leveraged transactions, net operating loss carryforwards, pass-through income, foreign earnings, repatriation, capital investment, carried interest, tax inversions, and more. The chapter also reviews recent tax-related US Supreme Court rulings that could impact takeovers. When and why certain alternative taxable and nontaxable structures are used is discussed in detail, as are potential liabilities arising from takeovers ...

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