Question

Choose two tax topics in mergers and acquisitions that can put a stop to a deal in a moments notice, describe each, and provide how you would prevent them.

Answer 1

1. State and local taxes (SALT) can have widespread implications in the form of Sales and use tax, excise tax, gross receipt tax and registration or licensing fees which can vary significantly from jurisdiction to jurisdiciton

2. Status of unpaid tax liabilities can run into millions which can be another bottleneck for the m&a discussions if acquiring company and target company do not come into census

3. Implications of IRC Section 382  on the ability of the acquiring entity to utilize and benefit from the target company's tax attributes.