Taxation – Managing company restructuring transactions
  • Business combinations - Business combinations
  • Corporate taxation and associated risks - Fundamentals of corporate taxation and associated risks.
  • Merger Acquisition Transaction - Master the implementation of the merger & acquisition/disposal process (letter of intent, due diligence, acquisition audits and data room, binding offer, negotiation, closing, etc.) Understand the legal environment of the transaction
  • Tax audit - Tax litigation - Know how to manage a tax audit and tax litigation
  • Tax Processes - Understand tax mechanisms and master the implementation of tax processes and associated deliverables (tax consolidation, corporate income tax, group tax rate, CET-VAT, etc.)

Target audience

- Accounting managers
- Chartered Accountants, Statutory Auditors
- Consolidation and Accounting Directors
- Financial Directors and Controllers
- Financial managers
- Members of the legal department

2 day

Prerequisites

This training does not require any particular prerequisite.

Objectives

– Know the timetable and the organization of restructuring transactions (mergers, assets contributions and demergers)
– Acquire a robust core knowledge in taxation to identify risks and opportunities of company restructuring (tax treatment of the merger, gain or loss, notion of full line of business, stake for the option for the preferential tax treatment)
– Know how to calculate the exchange ratio and understand the difference between book value and tax value

Detailed content

> Tax consequences of merger transactions on the unrealized capital gains on transferred assets, deficits to be carried forward and capital gain on exchange at the level of shareholders

> Reflections on the terms of the merger: direction of the merger, simplified merger or TUP (Universal Transmission of Assets)

> Complex questions: procedure for applying for approval of the deficit transfer. Accounting and tax treatment of the merger gain or loss. Must the transaction be placed under common law or preferential tax treatment?

> Consequences of the merger: other taxes such as CET or VAT, documentation, follow-up of pre-merger provisions

> The specificities of mergers conducted within an integrated group

> Partial contributions of assets (APA)

– Tax consequences on capital gains and deficits to be carried forward
– Complex questions: notion of full line of business, procedure for approval, choice between common law and preferential tax treatment, consequences of the commitment to retain shares
– Consequences of the merger on the other taxes such as CET and VAT, documentation
– Specificities of partial contribution of assets within an integrated group

> Restructuring transactions post LBO: the necessary reorganizations and the various terms according to the objectives. Practical examples.

> Risky transactions

– Plans questioned by tax authorities
– Anti-abuse regulations regarding restructuring

Why should you attend?

In corporate life, restructuring operations are frequent: integrating new entities, reorganizing the operating scope, optimizing legal structures… Understanding and mastering the tax impacts of the main transactions conducted by groups will allow you to understand what is at stake and the constraints of tax regulation, and to anticipate their impacts.

Training methods and assessment

Numerous examples and analysis of concrete cases, from the field and from the facilitator, tax lawyer with many years of practical experience. Exercises conducted in session to check participants’ understanding.
Assessment questionnaire.
A training certificate is delivered at the end of the session.

The trainer is available by e-mail to answer any follow-up questions participants may have.

Price

1 840 € Excl. VAT – 2 208 € Incl. VAT

Médias

Témoignages

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Jonathan C.
Entreprise
Formation