Tax M&A Basics: From Diligence to Opportunity - McDermott Will & Emery

Tax M&A Basics: From Diligence to Opportunity


Whether your company is a serial acquirer or only grows more deliberately through acquisition, as in-house counsel you need to have command of the tax considerations that drive deal structure, valuation, and integration. Your tax department plays a key role in analyzing an acquisition and structuring the deal and you need to understand the issues that drive deal structure.

This webinar covered:

  • Why a deal is structured as an asset purchase, stock acquisition or merger
  • Whether a deal is structured as a Section 368 tax-free reorganization or is taxable and the tax treatment of asset versus stock transactions
  • How stock transactions can be treated as asset acquisitions under Section 338
  • What to look for in tax due diligence and guided attendees through the importance and meaning of the representations and warranties in a purchase agreement
  • A useful desk reference of the key terms and code sections that you will come across the next time your company is doing a deal


Panelist: Mike Hardgrove, Partner, McDermott Will & Emery

Panelist: Byron Kalogerou, Partner, McDermott Will & Emery

Panelist: John Karasek, Counsel, McDermott Will & Emery

Panelist: Julia Owen, Vice President of Tax, C&S Wholesale Grocers

Dig Deeper

Nashville, TN / Speaking Engagements / October 23–25, 2023

2023 Paul J. Hartman State and Local Tax Forum

Washington, DC / Speaking Engagements / September 29–30, 2023

2023 National Association of State Bar Tax Sections (NASBTS) Annual Conference

New York, NY / Speaking Engagements / July 18, 2023

Considerations in Structuring Outbound Investments by U.S. Persons

Boston, MA / McDermott Event / June 13, 2023

Private Client Roundtable

Austin, TX / McDermott Event / June 5-6, 2023

Tax Symposium 2023

Orlando, FL / Speaking Engagements / May 3–5, 2023

2023 PSCA National Conference