Mergers and Acquisitions – International Tax Aspects

Introduction to Mergers and Acquisitions

• Corporate M&A strategies, such as market extension, product diversification, vertical integration, horizontal integration or talent acquisition
• Private equity M&A strategies, such as undervalued target, leveraged buyout or buy-and-build
• Steps in an M&A process, from strategy development up to post-deal integration
• Steps in an initial public offering (IPO), from preparation and due diligence to post-IPO compliance and reporting
• Tax impact of the chosen strategy and of each step of the transaction
• Classification of M&A transactions and related consequences for tax practitioners

Tax Due Diligence and Contract Negotiation

• Tax due diligence
• Purpose of tax due diligence
• Methods for determining the price in an M&A transaction
• Identification and documentation of tax risks and drafting a tax schedule
• The role of representations, warranties and indemnification provisions
• What are adjustment mechanisms, escrow provisions, conditions precedent and cooperation clauses?
• Best practices in tax due diligence

Acquisition Structuring

• Regulatory considerations that may affect acquisition structuring
• The advantages and disadvantages of asset deals, share deals and mergers from a tax perspective
• Types of financing in M&A deals
• Key tax considerations related to financing of M&A deals

Transaction Execution

• Types of tax-free reorganizations and related practical considerations
• Claw-back and anti-avoidance rules in respect of tax-free reorganizations
• Reasons to opt for a taxable reorganization
• Loss carry-forward rules in a reorganization
• Specific dynamics of tax grouping rules
• The rationale and practicalities of cross-border reorganizations
• Tax implications of cross-border reorganizations

Post-Closing Structuring and Integration

• Post-deal integration and rationalization strategies
• Pillar Two implications post-closing
• Intellectual property alignment post-acquisition
• Divestiture strategies
• Reporting and compliance considerations post-closing
• The role of tax in the company’s environmental, social and governance (ESG) and sustainability policy post-closing 

After completing this course, participants will be able to:

• Assess the tax implications of various financing alternatives
• Identify tax pitfalls and opportunities following tax due diligence
• Assess the role of representations, warranties and indemnities in negotiating the closing of an M&A deal
• Assess the direct and indirect tax implications of various types of M&A deals
• Differentiate between asset deals and share deals from the purchaser’s and the vendor’s perspectives
• Apply post-acquisition structuring and integration techniques

• Alexandre Pouchard, EY, United States
• Jean Paul Dresen, DLA Piper, The Netherlands
• Femke van der Zeijden, PwC, Sweden
• Patrick Theune, PwC, The Netherlands
• Ruxandra Vlasceanu, IBFD, The Netherlands
• Sean Healy, EQT Partners, Sweden

This course will benefit tax professionals working in multinational groups, tax and legal advisory firms and governments who want to gain insight into the tax implications of structuring international M&A deals, including:

• In-house tax professionals and advisers
• Tax advisers from law and/or accounting firms
• Finance professionals/managers/controllers of businesses
• Tax inspectors from tax administrations, government officials
• Students This course is also suitable for tax professionals who are familiar with the M&A tax implications in their own jurisdiction but are not yet prepared to navigate such deals involving other jurisdictions.

Participants are expected to have an understanding of common tax, business and legal terms. Finance and accounting professionals with some tax background would generally have this knowledge.

No advance preparation is necessary. All required study material is provided within the online training.

Access to the online course is granted for a period of 2 months, from the date of ordering or the indicated start date.

Mandatory course activities: 7.5 hours

All mandatory course activities can be completed within the access period by dedicating approx. 1 hour of study per week. Please note that study materials included in the course or certificate programme will be accessible for the duration of the access period only. Non-mandatory supplementary material is also provided in this course.

We recommend you check with your respective accrediting organizations to determine the eligibility of CPE credits.

International Bureau of Fiscal Documentation (IBFD) is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.

Recommended NASBA CPE credits for this course is: 8

See our FAQ section for more information. Regarding administrative policies such as complaint, cancellation or refund, please refer to our Terms and Conditions or contact us at info@ibfd.org. 

Field of study: Taxes

Delivery format: Online - QAS Self Study

Please note that the content of this online course is subject to change based on updates in industry standards, regulatory requirements, and other developments. We strive to provide the most accurate and current information; however, we recommend verifying any critical details independently.

Group Participation

If you are an enterprise and would like to register a group of more than 5 participants from your company, please email us at info@ibfd.org for more details.