Mastering Equity Rollovers in M&A Transactions: Strategies for Lawyers

Michael P. Spiro | Finn Dixon & Herling LLP

Michael chairs the firm’s Tax group, where his practice focuses on providing federal and state tax advice in connection with domestic and cross-border transactions, including hedge and private equity fund formations, mergers and acquisitions, and debt and equity financings and restructurings.

A frequent author and speaker, Michael has particular expertise in complex partnership taxation, the use of qualified small business stock in acquisitive transactions, and the structuring and modification of financial instruments. Representative matters that he advises on include the following:

Advising private equity and venture capital fund sponsors on optimization of portfolio company tax attributes including qualified small business stock, basis step-ups, net operating loss utilization and interest deduction maximization.

Structuring complex acquisition transactions to provide for tax-deferred rollover.

Optimizing global tax in cross-border transactions, including acquisitions, equity compensation design and related party transactions.

Advising family offices and investment management clients on tax-efficient compensation structures.

I. Rollovers utilizing Section 351 | 2:00pm – 2:20pm

II. Rollovers utilizing Section 721 | 2:20pm – 2:40pm

III. Tax-free “reorganizations” | 2:40pm – 3:00pm

Break | 3:00pm – 3:10pm

IV. Synthetic Rollovers | 3:10pm – 3:25pm

V. Compensating for the lack of a rollover | 3:25pm – 3:40pm