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Tax Aspects of Cross Border Mergers, Acquisitions and Restructurings of Closely Held Business Enterprises – Part Two
Taxation Law Section
Credit(s):
1.5 Legal Specialization in Taxation Law
1.5 Participatory MCLE Credits
A number of factors are contributing to an increase of merger, acquisition and restructuring transactions involving closely held businesses. These factors include enactment of the Tax Cuts and Jobs Act 2017, COVID-19 worldwide pandemic, recent legislative proposals, BREXIT and political unrest and tensions in Asia. Tax usually is not the principal driver of M & A transactions.
In Part Two of the two-part webinar, the panel of presenters will consider the tax aspects of the following categories of cross-border transactions occurring in the closely held space:
Domestication of U.S. owned foreign corporation.
Acquisition of foreign target stock or assets.
Spins of stock of foreign corporation.
Cross border SPAC transactions
Acquisition of foreign corporations held by partnerships.
The transactions are presented as a series of practical case studies with annotated diagrams. Alternatives will be considered as well as compliance matters.
1.5 Legal Specialization in Taxation Law
1.5 Participatory MCLE Credits
Raul Villarreal Garza, Moderator
William Norman
William K. Norman is a Partner of the Southern California tax law firm of Norman & Zak. Mr. Norman is a Certified Specialist in Taxation Law. He is admitted to practice law in the states of California and Wyoming. He has been practicing tax law for over 45 years including experience as tax staff of a big four accounting firm and tax manager of a major publicly traded corporation. In his current practice, he focuses on the counseling of clients on business transactions, joint ventures, cross border trade and investments, international tax compliance and disclosures and personal wealth transfer planning. Many of his client engagements involve sophisticated choice of entity issues (including use of LLC’s, civil law foundations, IC DISC’s statutory trusts, foreign companies and joint ventures) and development of complex cross border restructuring plans. His clients include privately held companies and high net worth individuals especially members of multinational families.
Mr. Norman receive an A.B. degree in Economics from the University of California at Berkeley in 1962, a J.D. degree from the University of California in 1965 and an LL.M. (in Taxation) degree from New York University in 1970. He also attended the Graduate School of Business of the University of California at Berkeley and the Stern Graduate School of Business of New York University. For over 35 years, he has lectured as a Senior Adjunct Professor on international taxation subjects at Golden Gate University.
He is the co-editor of a three volume work published by the American Bar Association entitled Practical International Estate Planning. He is the co-developer of materials for CEB courses for estate planners. He is the author of published articles on international tax planning and related topics. In June of 2008, he was presented the Dana Latham Award for outstanding contributions to the field of tax law by the Taxation Section of the Los Angeles Bar Association.
Alexander Lee
Alexander Lee focuses his practice on domestic and international transactional tax issues associated with complex corporate transactions with an emphasis on cross border transactions and corporate transactions. He is a highly regarded tax lawyer and has consistently been selected by leading companies and peers as one of the top tax practitioners in the country and around the world. Xander is the youngest practitioner (and one of only two under the age of 50) to be recognized by Chambers Global and the Legal 500 International as one of the Nation's top leading experts in International Tax. He is described by clients as "very detailed in his descriptions and his explanations, very thorough, he anticipates the types of issues we need to be aware of." He is also recognized as an expert in domestic corporate Taxation by Chambers USA and the Legal500 USA. He has been trusted to serve as lead tax counsel on over 1000 corporate transactions. He has led a number of signature transactions, including:
Represented Samsung Electronics in its US$8.2 billion acquisition of Harmon Kardon, Inc., the Korean company's largest transaction to date and biggest cross border acquisition ever by a South Koren company.
Represented Shuanghui International Holdings Ltd., China's largest meat manufacturer in its US$7.1 billion acquisition of Smithfield Foods Inc.; at the time, the largest acquisition by a Chinese company of a US public company.
Advised Dubai World in its US$7.1 billion investment in MGM MIRAGE pursuant to a public tender offer and joint venture to build the CityCenter (including the Aria, Vdara and Mandarin Oriental) in Las Vegas.
Represented Marvel Entertainment in its US$4 billion sale to The Walt Disney Company in a tax-free reorganization.
Represented Ardea Biosciences in its US$1.26Billion sale to AstraZeneca.
Represented J.P. Morgan, Citi, Credit Suisse and Deutsche Bank as the underwriters on the US $1.68 Billion IPO of Haitong Securities, the second largest securities firm in China.
Represented BBMG, a state-owned enterprise controlled by the Beijing Municipal Government, on its HK$6.8 billion global offering, comprising a Hong Kong public offer and an international offering(UBS, Macquarie and J.P. Morgan were underwriters).
He has been a frequent speaker at the USC Tax Institute since 2002 and serves on the Executive Committee.
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(OnDemand) Tax Aspects of Cross Border Mergers, Acquisitions and Restructurings of Closely Held Business Enterprises – Part Two
(OnDemand) Tax Aspects of Cross Border Mergers, Acquisitions and Restructurings of Closely Held Business Enterprises – Part Two
(OnDemand) Tax Aspects of Cross Border Mergers, Acquisitions and Restructurings of Closely Held Business Enterprises – Part Two
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