Taft partner Nathan J. Hagerman will present at the Indiana Tax Conference on Aug. 13, to be held at the JW Marriott, 10 South West Street, Indianapolis, Ind. The event is sponsored by BKD LLP CPAs & Advisors.
Hagerman’s discussion will broadly cover the components of a transaction, from deal structure to closing, for the state tax M&A specialist. Key issues of focus will include:
- General state tax considerations for sole proprietorships, pass-through entities and corporations.
- Common deal structure aspects of stock and asset purchases.
- State tax considerations with respect to popular federal income "tax-free" tax strategies, and a discussion of how state tax results can differ from federal tax consequences.
- Due diligence strategies for mitigating state tax risks of the existing business operations and uncovering potential issues.
- Understanding transfer tax hazards, including real estate and other documentary, stamp, registration and other similar transfer taxes.
- Important sales and use tax details, including isolated, occasional or casual sales tax provisions.
- Planning around successor liability issues, including tax clearance, bulk sale notification procedures and owner/officer liability.
- Drafting and negotiating key state tax provisions of the deal, including terms and conditions, reps and warranties, covenants, indemnity and escrow.
- Final cautions for cross-state or other multi-jurisdiction deals.
Hagerman counsels business clients in all areas of state and local taxes, including controversies, administrative proceedings, audits, appeals, litigation and planning. He helps companies understand state and local, national and international tax structures and align the tax function with business objectives. Hagerman’s experience includes both the practice of law and public accounting.