Curriculum Guide · Courses

Professor John Barrie

LL.M Seminar 784 | 2 credit hours

This seminar will examine the tax planning for recent public M&A deals from the practical vantage points of tax counsel advising the buyer and the seller. The principal focus will be on: (1) the tax structure utilized; (2) the tax representations, warranties, covenants, and indemnification provisions in the acquisition documents, along with any tax-sharing agreements; (3) the tax disclosure discussion in the proxy/prospectus delivered to the shareholders; and (4) the form of tax opinions provided by the buyer’s and the seller's tax counsel.

Prerequisites: (1) completion of Corporate Income Tax Law I and prior or current enrollment in corporate Income Tax Law II; or (2) completion of Taxation II.

This class will require a final paper and a short mid-term paper.