Recent News

September 29, 2006

Using Section 338 to make a deal work

On Wednesday, Oct. 11, the Business Tax committee kicks off their innovative lunch-hour committee meeting: CLE Series Taxing Matters. This first seminar, presented by John J. Venturella of Clark Schaefer & Hackett and Fred S. Vorys of Aegis Financial Advisors, deals with how sellers and purchasers can use Section 338 to make a deal work.

"In the world of mergers and acquisitions, one of the first issues that must be agreed to by a buyer and seller of a company is whether the transaction will be structured as an asset sale or stock sale," said J. Troy Terakedis, co-organizer of Taxing Matters. "While non-tax considerations often are an important component of this analysis, federal income tax considerations also arise. Under IRC Section 338, certain elections are available which in effect permit certain purchasers to treat the acquisition of the stock of a corporation as a purchase of its assets - often resulting in favorable tax consequences to the purchaser."

This one-hour seminar will address the types of purchases that qualify for the IRC Section 338 election, who is eligible to make such an election, the tax effects of the election and the mechanics of making such an election. In addition, the discussion will address the non-tax business considerations which may make the IRC Section 338 election an attractive planning opportunity in developing the structure of a transaction.

Taxing Matters is a progressive series of eight seminars designed to bring the tax practitioner practical and enlightening information for a challenging field of practice.

"Networking and lunch are from 12:00 to 12:15 p.m. with lunches sold on a first-come, first-served basis," said David S. Jackson, co-organizer of the Taxing Matters series. "The seminar is from 12:15 to 1:15 p.m. for 1.0 hour of CLE credit for those who register for the event. The course may be audited, but only those who are registered will be eligible to earn CLE credit. As with all CLE, no food may be consumed during the seminar portion of the program."

Register online at www.cbalaw.org. The price is $30 prepaid/$35 day of for members, $45 prepaid/$50 day of for non-members and $20 prepaid/$25 day of for paralegals. Or you can 614/221.4112 for more information about the discounted series price and receive a series brochure.