Thank you for taking the time to explore the various educational content we have to offer. We know you’re busy, so to get the most out of your time, we’ve put together this syllabus which outlines the order in which to watch our videos and read our articles.

  1. Watch: What is Tax Concepts for Deal Professionals?
  2. Watch: M&A Tax Workstreams
  3. Watch: Choice of Entity and C-Corporations
    1. Read: “Choice of Entity”
  4. Watch: S-Corporations
    1. Read: “S Corporations: Advantages and Disadvantages”
    2. Read: “A Due Diligence Minefield: Navigating S- Corporation Classes of Stock”
    3. Read: “Issues in M&A: What to Consider Before Establishing an S- Corporation in California”
  5. Watch: Partnerships
  6. Watch: Disregarded Entities
    1. Read: “Pros and Cons of Disregarded Entities in M&A and Beyond”
  7. Watch: LLCs and Check the Box Elections
    1. Read: “Buyers’ Beware: “Check the Box” Elections Can Impact Your Tax Returns”
  8. Watch: Recap on Tax Implications of Legal Entities
  9. Watch: Asset vs Stock Deals
    1. Read: “Asset Sales vs. Stock Sales”
  10. Watch: Gross-Up Payments
  11. Watch: Purchase Price Allocation
    1. Read “Purchase Price Allocation”
  12. Watch: Blocker Corporations
  13. Watch: Corporate Distributions
    1. Read: “The Impact of Distributions on Corporations”
    2. Read: “The ABC’s of Distributions”
  14. Watch: Tax Consequences of Distributions [Also talked about the Nimble Dividend Rule]
  15. Watch: Nimble Dividend Rule
    1. Read: “Leo Berwick’s Math Lesson of the Day: Calculating Earnings and Profits”
  16. Watch: Withholding Taxes
    1. Read: “Withholding Taxes: Foreign Shareholders”
  17. Watch: Shareholder Loans
    1. Read: “The How To Guide to M&A: Shareholder Loans”
  18. Watch: FIRPTA
    1. Read: “Why Buyers in M&A Deals Should Care About FIRPTA”
  19. Watch: FIRPTA Planning
  20. Watch: Net Operating Loss Limitations (Section 382)
  21. Watch: 338(h)(10) Election Example
    1. Read: “The Unicorn of M&A: 338(h)(10) Elections”
  22. Watch: S-Corp Restructurings
    1. Read: “Alphabet Soup: When S-corporations Meet F Reorganizations”
  23. Watch: Partnership Tax Distributions
  24. Watch: Anti-Churning Rules
  25. Watch: 163(j) Planning
  26. Watch: Deferred Revenue and Cash in Foreign Subs
  27. Watch: Cash Basis Method of Accounting Traps
  28. Watch: Earn-outs
    1. Read “Earn-outs: Compensation Expense or Percentage of Purchase Price?”
  29. Read: “To Do or Not to Do: Profits Interests or Options?”
  30. Read: “Reverse Cash Mergers & Reverse Triangular Mergers”
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