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Insight Center: Webinars

Transaction Costs Webinar Series - Part One: What Are They and Why Does It Matter?

Speaker: Annette M. Ahlers

12:00-1:00 PM (ET) | 9:00-10:00 AM (PT)
Transaction Costs Webinar Series - Part One: What Are They and Why Does It Matter?

Pepper Hamilton is launching a three-part webinar series on transaction costs. We will address the fundamental issues that arise when a company incurs transaction costs related to the acquisition or disposition of a business, and seeks to deduct a portion of these costs for federal income tax purposes.

In our first webinar, we identify the central issues affecting the tax treatment of transaction costs and discuss the relevance of treating a particular cost as a “transaction cost” versus another type of cost.

Throughout this series, we will discuss common principles affecting the federal income tax characterization of transaction costs incurred as part of the acquisition or disposition of a business. We will discuss how the structure of the transaction impacts this issue as well as considerations for determining who (if anyone) is entitled to a deduction for the costs incurred. In addition, we will provide an overview on elections and other issues relevant to the allocation and treatment of transaction costs.

The second webinar in the series will evaluate the relevant authorities that impact the treatment of transaction costs for particular types of transactions (assets or stock, taxable or tax free) and particular types of taxpayers (corporation, S-Corp, partnership).

And our last webinar in the series will help you determine which party is entitled to a deduction (if any) resulting from the transaction cost expense, and potential elections required for deduction or amortization, in addition to any potential recovery for capitalized costs.

Program is approved for one (1) MCLE credit in California, Pennsylvania, New York and New Jersey (through reciprocity). Credit for other jurisdictions may be available upon request.

Contact Brian Dolan at 215.981.4568 or with any questions.

Webinar Documents

Transaction Costs Webinar Series: Part I - What Are They and Why Does It Matter? slides (.pdf)

Webinar Links
Additional Information

Suggested background reading:

  • Woodward v. Comm’r, 397 U.S. 572 (1970)
  • INDOPCO v. Comm’r, 503 U.S. 79 (1992)
  • Wells Fargo & Co. v. Comm’r, 224 F.3d 874 (8th Cir. 2000)
  • A.E. Staley Mfg. Co. v. Comm’r, 119 F.3d 482 (7th Cir. 1997)
  • Ellis Banking Corp. v. Comm’r, 688 F.2d 1376 (11th Cir. 1982)
  • Treas. Reg. § 1.263(a)-5
  • Treas. Reg. § 1.195-1
  • Square D Co. v. Commissioner, 121 T.C. 168 (2003)
  • Specialty Rest. Corp. v. Commissioner, 63 T.C.M. (CCH) 2759 (1992)
  • Briarcliff Candy v. Comm’r, 475 F.2d 775 (2d Cir. 1973)
  • Rev. Rul. 99-23, 1999-1 C.B. 32
  • IRS Chief Couns. Mem. 201234027 (July 16, 2012)
  • IRS Priv. Ltr. Rul. 2008-30-009 (July 25, 2008)
  • Rev. Proc. 2011-29, 2011-1 C.B. 746 – Election for success-based fees

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