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3 edition of Structuring Transactions: General, Tax, and Accounting Considerations found in the catalog.

Structuring Transactions: General, Tax, and Accounting Considerations

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Published by McGraw-Hill in New York .
Written in English


The Physical Object
FormateBook
ID Numbers
Open LibraryOL24322097M
ISBN 109780071714983
OCLC/WorldCa568621315

For renewable energy projects in which investors’ interests vary, the equity method of accounting under hypothetical liquidation at book value (HLBV) is often used to determine the investee share of earnings and losses for the period by allocating the project’s net assets. structure, a business needs to take into account commercial, legal, tax, regulatory and accounting considerations. Third-party transactions add an additional layer of risk and complexity. Careful planning of the steps necessary to achieve the desired structure is critical to any successful reorganization.

This book considers the tax accounting implications of structuring and restructuring transactions including those described in Code §§- (Transfer to Corporation Controlled by Transferor),- (Certain Stock Purchases Treated as Asset Acquisitions),- (Carryovers in Certain Corporate Acquisitions). Key considerations: Tax equity sizing Tax equity target IRR, flip dates Compliance with partnership taxation rules ((b) capital accounts, tax basis). Debt Restoration Obligation (“DRO”) provisions. Possible re-allocation of tax benefits back to sponsor can lead to tax inefficiencies.

MERGERS AND ACQUISITIONS IN THE UNITED STATES I. OVERVIEW OF LEGAL, STRUCTURAL, FINANCING AND OTHER CONSIDERATIONS. A. Legal and Structural Considerations. A number of factors must be considered before deciding upon even the most fundamental aspects of a transaction. For example, the tax advantages to an acquiror of a particularFile Size: KB. 3. Evaluating, structuring and restructuring a private equity investment In this section we look in more detail at the considerations of each party in the negotiation and structuring of .


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Structuring Transactions: General, Tax, and Accounting Considerations Download PDF EPUB FB2

This book provides clear, in-depth answers and explanations on everything from the SEC rules and new tax guidelines to documents and key players. From structuring to due diligence to integration, the authors provide up-to-the-minute information on avoiding mishaps and completing the deal.

This book considers the tax accounting implications of structuring and restructuring transactions including those described in Code §§ (Transfer to Corporation Controlled by Transferor), (Certain Stock Purchases Treated as Asset Acquisitions), (Carryovers in Certain Corporate Acquisitions), (Nonrecognition of Gain or Loss on Brand: Glenn R.

Carrington. Introduction • General Considerations • Structuring Asset Transactions • Structuring Stock Transactions • Structuring Merger Transactions • General Accounting Considerations • Allocating the Price of a Transaction for Accounting Purposes • Difference Between Accounting and Tax Treatments • Tax Considerations • Basic Tax Brand: McGraw-Hill Professional Publishing.

Tax Accounting in Mergers and Acquisitions () gives in-depth, practical coverage of today's key issues in corporate acquisitions, dispositions, reorganizations, and restructurings from a transactional perspective.

There are many considerations that influence how a Price: $ Structuring M/A/B Structuring Transactions: General -- managing general, tax, and accounting considerations The Due Diligence Inquiry -- looking into the past, present, and future risks of the business to be purchased Negotiating the Acquisition Agreement and the Letter of Intent-- Cited by:   Structuring M/A/B Transactions -- managing general, tax, and accounting considerations The Due Diligence Inquiry -- looking into the past, present, and future risks of the business to be purchased Negotiating and Accounting Considerations book Acquisition Agreement and the Letter of Intent-- understanding two vital documents in the M&A process4/5(2).

There are many considerations that influence how a transaction is structured, including tax considerations. The most basic tax issue is whether to structure the transaction as taxable or tax-free.

In general, there are four basic structures for a corporate acquisition: (1) a taxable acquisition of a target corporation’s stock; (2) a taxable acquisition of a target corporation’s assets; (3. HLBV: Structuring, Accounting, and Industry Trends Bill Fisher, Managing Director, Deloitte Tax LLP Adam Nicholson, Senior Manager, Deloitte & Touche LLP.

Investor accounting Collateralized loan obligations Accounting. Tax. Regulatory. 4 Investor accounting Classification and measurement considerations All interests in securitized financial assets, including CLOs, should be initially recorded at fair value.

In addition, the investor will need to make at least one and perhaps several accounting. Getting started in mergers and acquisitions --Planning and finding --Valuation and pricing --The art of financing and refinancing --Structuring M/A/B transactions: general, tax, and accounting --Considerations --The due diligence inquiry --Negotiating the acquisition agreement and the letter of intent --Closing --Postmerger integration and.

This chapter focuses on the implications of tax and accounting considerations for the deal-structuring process. Tax considerations can affect the amount, timing, and composition of the purchase price.

If a transaction is taxable, target shareholders typically demand a higher purchase price to offset the anticipated tax liability. Structuring M/A/B Transactions -- managing general, tax, and accounting considerations The Due Diligence Inquiry -- looking into the past, present, and future risks of the business to be purchased Negotiating the Acquisition Agreement and the Letter of Intent-.

This chapter focuses on the implications of tax and accounting considerations for the deal structuring process. When and why certain alternative taxable and nontaxable structures are used is discussed in detail, as well as how purchase accounting is applied in business combinations and its implications for financial reporting.

Akin Gump partner, David Burton and Alfa Business Advisors director, Vadim Ovchinnikov hosted a seminar on Tax Equity Structuring, Financial Modeling and HLBV Accounting yesterday. Introduction • General Considerations • Structuring Asset Transactions • Structuring Stock Transactions • Structuring Merger Transactions • General Accounting Considerations • Allocating the Price of a Transaction for Accounting Purposes • Difference Between Accounting and Tax Treatments • Tax Considerations • Basic Tax.

Outline SEC filing requirements and tax considerations Enumerate defensive measures by targeted company. Determine the value of a targeted company. Describe accounting, reporting and disclosures for business combinations Discuss the importance of corporate development officers (CDOs)—M&A teamsFile Size: 1MB.

Advisors structuring rollover transactions must be familiar with the technical tax rules for achieving tax-free treatment under IRC §§and. Structuring M/A/B Transactions -- managing general, tax, and accounting considerations Due Diligence -- looking into the past, present, and future risks of the business to be purchased.

The purpose of this outline is to identify and analyze the principal tax considerations which must be taken into account at each of the critical junctures in the acquisition process: structuring the transaction, conducting due diligence and negotiating and drafting the acquisition Size: KB. PART IV: DEAL STRUCTURING AND FINANCING STRATEGIES Structuring the Deal: Payment and Legal Considerations Structuring the Deal: Tax and Accounting Considerations Financing the Deal: Private Equity, Hedge Funds, and Other Sources of Funds Applying Financial Modeling to Value, Structure, and Negotiate Stock and Asset Purchases.

III. D. Issues Involved When a U.S. Company Acquires a Foreign Company 1. General. When a U.S. company acquires a foreign public company, it must comply with the legal and regulatory scheme of the foreign much of the current U.S.

cross-border merger activity taking place with European, Canadian and Japanese companies, this discussion will highlight some of the regulatory schemes.This chapter focuses on the implications of tax and accounting considerations for the deal structuring process. Changes to US tax laws in 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.

Real-world advice for determining the most advantageous structure in a merger, acquisition, or buyout The actual structuring of a merger or acquisition is key to the success of the entire procedure. The Art of M&A Structuring explores ways to approach a deal as an investment and satisfy the often conflicting financial and operational goals of all parties, from buyers and sellers to investors.