Tax Accounting in Mergers and Acquisitions (2010 Edition)

Considers Tax Accounting Implications Of Structuring And Restructuring Transactions Described In:

• Code §§351 (Transfer to Corporation Controlled by Transferor)
• Code 338 (Certain Stock Purchases Treated as Asset Acquisitions)
• Code 381 (Carryovers in Certain Corporate Acquisitions)
• Code 721 (Nonrecognition of Gain or Loss on Contributions to a Partnership), and
• Code 1001 (Gain or Loss on Disposition of Property).

It Discusses The Rules Relative To A Taxpayer’s Ability To:

• Carry over methods of accounting
• Obtain audit protection through filing accounting method changes
• Preserve favorable methods of accounting
• Determine the effect of the transaction on any unamortized Code §481(a) adjustments (Adjustments Required by Changes in Accounting Methods), and
• Use the chosen structure as a means of achieving appropriate tax accounting objectives.

Additional Coverage:

• 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.
• Describes the most significant anti-abuse rules that prevent taxpayers from unreasonably taking advantage of these provisions.
• Addresses some of the pitfalls that taxpayers should take into account in structuring transactions.