S. Tax Deals Workshop

This Deals Workshop will focus on developing students’ analytical, drafting, and negotiating skills while learning about the role of the tax lawyer in a variety of M&A deals. As a threshold matter, we will discuss and analyze the impact that taxes have in a deal and understand how taxes can be perceived as a cost or value item to the deal participants. A main focus will be to understand how the parties can allocate the risk/reward to create greater overall value to the transaction. We will also discuss the ways in which taxes serve to preserve or create value in deals.

We will also spend a considerable amount of class time practicing our drafting and negotiating skills. We will analyze actual deals that have had disputes relating to the tax provisions in the deal documents. We will try to identify the drafting issues and determine how such disputes could have been avoided.

We will discuss and analyze documents in the context of various transactions (including,--public, private, stock, asset, taxable and tax-free acquisitions). We will focus on deals that present special tax opportunities to create value through tax planning---e.g., spin-offs, and UPREITs---and the unique documentation issues particular to those deals.

We will discuss third party alternatives to deal with tax costs including tax insurance, private letter rulings and tax advisor opinions.

Towards the back end of the class, we will spend time on the tax issues and provisions in ancillary agreements in the context of acquisitions (e.g., credit agreements, public offerings, and management compensation documents ).

Throughout the class we will focus on the “role” of the tax lawyer in the context of M&A deals, vis-à-vis the client, the rest of the legal team as well as the tax lawyer’s role in public service.