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ALI ABA Topical Courses Mergers Acquisitions of Corporations


									                                 ALI-ABA Topical Courses
                          Mergers & Acquisitions of S Corporations:
                                 How to Structure the Deal
                                     December 13, 2011
                                     Video Presentation

                                   TABLE OF CONTENTS
PROGRAM SCHEDULE                                                                        ix
FACULTY PARTICIPANTS                                                                    xi
FACULTY BIOGRAPHIES                                                                    xiii
1. Mergers & Acquisitions of S Corporations: How To Structure the Deal - Outline         1
   By Jerald David August and Stephen R. Looney
      TABLE OF CONTENTS                                                                 2
      I. INTRODUCTION.                                                                  5
      II. APPLICATION OF SUBCHAPTER C TO SUBCHAPTER S.                                  6
      IV. SUBCHAPTER S ELIGIBILITY REQUIREMENTS                                         9
      V. TAX-FREE REORGANIZATIONS.                                                     61
      VI. TAXABLE ASSET ACQUISITIONS.                                                  85
      VII. CONCLUSION                                                                 110
      APPENDIX I                                                                      111
      APPENDIX II                                                                     114
2. Mergers & Acquisitions of S Corporations: How to Structure the Deal - PowerPoint   119
   By Jerald David August and Stephen R. Looney

                                             PROGRAM SCHEDULE
                                               December 13, 2011

  Program Schedule           Eastern            Central         Mountain           Pacific           Alaska             Hawaii

Teleseminar/Webcast        12:00 pm         11: 00 pm          10: 00 am         9: 00 am          8: 00am           7: 00am

    Adjournment             3:15 pm          2:15 pm           1:15 pm          12:15 pm           11:15 am          9:15 am

Known for their thorough and practical advice, Planner Jerry August and his co-panelist Steve Looney will walk
you through the various methods for selling or purchasing the assets or shares of stock of an S corporation or a
closely held regular or C corporation. Among the topics to be highlighted will be the impact of the eligibility rules
under Subchapter S in structuring acquisitions involving stock of an S corporation, use of qualified subchapter S
subsidiaries, taxable and tax-free acquisitions involving S corporations, section 338 (h)(10) deemed asset sales, tax
history portability questions, allocation of income or loss in the year of the acquisition, impact on built in gains tax
under Section 1374 and related topics.

If you are handling buy/sell deals now, invest just three hours and afford yourself the opportunity to ask questions of
nationally recognized experts. All participants will have unlimited complimentary access to the program archives.

Checklists and sample language are included with a detailed analytical outline on the areas covered. The sample
language pertains to tax representations and warranties; due diligence items, etc., are in the checklists. As always,
the materials prepared by Jerry August will be a good reference for the future.

Program Schedule

12:00 p.m. Mergers & Acquisitions of S Corporations: How to Structure the Deal --- Jerry August and
Stephen Looney

                  15 Minute Break Mid-program

 3:00 p.m.           ---Questions and Answers

 3:15 p.m.    Adjournment

Total 60-minute hours of instruction: 3.0; Total 50-minute hours 3.6.

Suggested Prerequisite: Attendees should have working knowledge of the tax rules governing Subchapter S as well
as asset or stock sales, both taxable and non-taxable acquisitions.

Educational Objective: Acquisition of knowledge and skills to develop proficiency as a practitioner; maintenance of
professional competence as a practitioner; provision of information on recent legal developments.

Level of Instruction: Intermediate to Advance

Nothing in this program, the program materials, or communications
stemming from the program (including questions and answers)
should be considered as the rendering of legal advice. Non-lawyers
should seek the advice of a licensed attorney in all legal matters.
Registrants/readers     should    assure     themselves    that  these
presentations/materials/communications are still current and
applicable at the time they are delivered or read. Neither ALI-ABA nor
the speakers/authors can warrant that these presentations/
materials/communications will continue to be accurate, nor do they
warrant them to be completely free of errors when
delivered/published. Registrants/readers should verify statements
before          relying        on          them.                 These
presentations/materials/communications reflect the viewpoints of
their speakers/authors and do not necessarily express the opinions of
ALI-ABA Continuing Professional Education or its sponsors. The
members of this program's faculty are contributing their services to
further the continuing legal education of their fellow members of the

         ALI-ABA Topical Courses

Mergers & Acquisitions of S Corporations:
       How to Structure the Deal

       Tuesday, December 13, 2011

             Video Webcast


      Jerald David August, Esquire
            Fox Rothschild LLP
            2000 Market Street
                20th Floor
       Philadelphia, PA 19103-3222

          And Florida Office
      222 Lakeview Ave Ste 700
          Esperante Building
    West Palm Beach, FL 33401-6148


       Stephen R. Looney, Esquire
        800 North Magnolia Avenue
                Suite 1500
            Orlando, FL 32803

 Producer: Nancy Mulloy-Bonn, Esquire

                                       FACULTY BIOGRAPHIES

Planning Chair

Jerald David August, Philadelphia, Pennsylvania and West Palm Beach, Florida
Fox Rothschild LLP

Jerald David August is Co-Chair of the Firm’s Tax & Estates Department. Mr. August maintains a
practice in Philadelphia as well as in West Palm Beach. He is a national authority on federal taxation and
is a frequent lecturer throughout the U.S. on federal tax matters, including corporate and partnership
taxation, international taxation, wealth transfer taxation, tax controversy and tax litigation. Mr. August is
past Vice-Chair (Publications) of the American Bar Association, Section of Taxation and past Editor-in-
Chief of The Tax Lawyer, Vols. 58 & 59, which is the leading law review for tax practitioners in the U.S.
He is Editor-in-Chief of the Journal of Business Entities, a leading national tax publication.

Mr. August has served as Chair of the S Corporation and CLE Committees of the ABA Tax Section and
has served on the Task Force on Federal Wealth Transfer Taxes, Subcommittee on Carryover Basis and
as Chair of the ABA Tax Section’s Task Force on Pass-Through Entity Integration. He is a long-standing
member of the Advisory Board of the New York University Institute on Federal Taxation and has served
as Chair of the Institute on Federal Wealth Taxation (2006 - 2011) and Chair of the NYU Annual Institute
on Federal Taxation Closely-Held Businesses Session (2001 - 2011). He has chaired and participated in
various national programs including the Graduate Tax Program of the NYU School of Law, ALI-ABA,
ABA Tax Section, and various state bar programs and institutes, including Pennsylvania Bar Institute and
Florida Bar Tax Section. He is a member of the ABA Tax Section Committees on Government
Submissions, Foreign Activities of U.S. Taxpayers, U.S. Activities of Foreigners & Tax Treaties,
Partnerships & LLCs and S Corporations; Business Law Section, Mergers & Acquisitions Committee,
International Mergers & Acquisitions Subcommittee; American College of Tax Counsel; the American
College of Trust and Estate Counsel; American Tax Policy Institute; American Law Institute; and,
member of the Consultative Groups on Restatement (Third) of Donative Transfers and Restatement
(Third) of the Law of Trusts.

Mr. August has represented the Tax Section of the Florida Bar Association before the United States
Supreme Court in Estate of Hubert v. Commissioner. He also has served as adjunct professor for the
University of Miami Law School, visiting professor at the Graduate Tax Program at the University of
Florida School of Law, University of Pittsburgh School of Law and as guest lecturer at the University of
Pennsylvania School of Law. He has been named in The Best Lawyers in America, was selected as a
leading attorney in tax law by Forbes: South Florida Legal and has been recognized by Chambers for the
fourth year as a leader in tax law in Florida.


Stephen R. Looney, Orlando, Florida
Dean, Mead, Egerton, Bloodworth, Capouano & Bozarth, PA

Mr. Looney is the Chair of the firm’s Tax Department. He represents clients in a variety of business and
tax matters including entity formation (S and C corporations, partnerships, and LLCs), acquisitions,
dispositions, redemptions, liquidations, reorganizations, tax-free exchanges of real estate and tax
controversies. His clients include closely held businesses, with an emphasis on medical and other
professional practices. He is a former Chair of the S Corporations Committee of the American Bar
Association’s Tax Section. He is Board Certified in Tax Law by the Florida Bar, as well as being a
Certified Public Accountant (CPA).

Professional and Civic Activities
American Bar Association
        Tax Section Member
        Former Chair of the S Corporations Committee
The Florida Bar - Member
        Health Law Section
        Tax Section
American College of Tax Counsel - Fellow
Business Entities Journal
Board of Advisors and Department Heads, Current Developments Editor
The Florida Bar Foundation, Inc. – Fellow
State Bar of Texas
The Missouri Bar
Missouri Society of Certified Public Accountants
Leadership Orlando, Graduate
Kiwanis Club of North Orlando - Member, Board of Directors and Past President
My Region, Regional Development Program - Member, Board of Directors

Master of Laws (LL.M.) in Taxation: University of Florida Levin College of Law, Gainesville, Florida,
Graduated First in Class Juris Doctorate: University of Missouri Columbia School of Law, Columbia,
Missouri, cum laude, 1984 Order of the Coif; Missouri Law Review, Member and Note and Comment
Undergraduate Degree in Accounting and Business Administration: Drury College, Springfield, Missouri,
magna cum laude, 1981

Bar Admissions
U.S. Tax Court

Recognition & Awards

Board Certified in Tax Law by The Florida Bar
Named an Outstanding Tax Attorney in Chambers USA, America’s Leading Business Lawyers, 2007 -
Named an Outstanding Tax Attorney in The Best Lawyers in America®, 2006-2011
Named an Outstanding Tax, Business/Corporate and Health Care Attorney in Florida Super Lawyers
Magazine, 2006- 2011
Named one of Orlando’s Best Tax Attorneys by Orlando Magazine, 2006-2011
Named an Outstanding Tax Attorney in Florida Trend Magazine’s Legal Elite, 2005 - 2006
Named an Outstanding Tax Attorney in Orlando Business Journal’s Best of the Bar, 2004
Listed in Marquis Who's Who in American Law
Martindale-Hubbell: AV Rating


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