U.S. Tax Aspects of International Acquisitions and Reorganizations

Transcription

1 U.S. Tax Aspects of International Acquisitions and Reorganizations Join us for a two-day intermediate to advanced-level course with live group instruction on strategies for international acquisitions and reorganizations. Earn Up to 14.5 CPE/CLE Credits >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> Advanced U.S. Transfer Pricing Join us for a two-day intermediate level course with live group instruction on the latest technical transfer pricing issues including litigation. Earn Up to 15 CPE/CLE Credits FACULTY Bart Bassett* Morgan Lewis LLP David Bowen Joe Calianno Marty Collins Justin Denworth Rod Donnelly Morgan Lewis LLP Tim Fitzgibbon Adam Halpern Fenwick & West LLP Sean King* Align Global Consulting Marc Levey* Baker & McKenzie LLP Sharon Liu KPMG LLP Sean Mullaney Scott Robins William Skinner Fenwick & West LLP Doug Stransky Sullivan & Worcester LLP These unique courses are only offered by Bloomberg BNA ::::::::::::::: ::::::::::::::: Lisa Tilis Benjamin Willis* * Chairpersons

2 U.S. Tax Aspects of International Acquisitions and Reorganizations DAY ONE 7:30 AM Registration and Continental Breakfast 8:30 AM Overview of Subchapter C Acquisition and Reorganization Rules Overview of taxable and tax-free reorganization provisions Discussion of recent Subchapter C rulings and developments 9:45 AM Break for Refreshments 10:00 AM Section 367(a): Asset Transfer Basic overview of Sec. 367, including gain recognition and basis computations Overview of the purpose behind Sec. 367(a) Requirements for the foreign trade or business exception Application of the foreign branch loss recapture provisions and Sec. 904(f)(3) 11:00 AM Section 367(a): Stock Transfers 12:00 PM Luncheon 1:00 PM Corporate Reorganizations: Final Section 367(b) Regulations Overview of the purpose and rationale behind the Sec. 367(b) regulations Application of the final Sec. 367(b) regulations to inbound, outbound, and foreign-to-foreign tax-free reorganizations Regulations on earnings & profits on foreign income tax carryover 2:15 PM Section 367(d): Transfer of Intangibles Understand how Notice affects future outbound transfers of intangibles under Sec. 367(d) Alternatives to Sec. 367(d), including sale, license and cost-sharing arrangements Review of the Treasury s cost-sharing regulations for stock options 3:30 PM Break for Refreshments 3:45 PM Current Developments in International M&A Structuring a taxable versus a tax free acquisition under Sec.367(a) Sec. 7874, including notice and Treasury Regulation T Discussion of Sec. 367(a)(5) & proposed Treasury Regulations 1.367(a)-7 Analysis of the treasury modifications to the check-the-box regime U.S. tax consequences of transfers of tangibles and intangible assets under Secs. 367(a) and 367(d) 5:00 PM Question & Answer Session 5:15 PM Seminar Adjourns for the Day DAY TWO 7:30 AM Continental Breakfast 8:30 AM Sections 355 and 367(e)(1) Basic overview of Sec. 332 Detailed discussion of Sec. 367(e)(2) and the regulations there under Basic overview of Sec. 355 provisions and a review of Rev. Rule :15 AM Internal Restructuring: Section 304 Issues Basic overview of Sec. 304 mechanics Outbound Sec. 304 transactions involving domestic and foreign target corporations Foreign-to-foreign Sec. 304 transactions 10:30 AM Break for Refreshments 10:45 AM Taxable Acquisitions and Dispositions of Foreign Corporations Planning for the foreign tax credit consequences of taxable stock and asset acquisitions Planning for the foreign tax credit consequences of tax-free stock and asset acquisitions 12:00 PM Question & Answer Session 12:15 PM Seminar Concludes Times/topics/speakers subject to change Visit for program updates. Bloomberg BNA All rights reserved Earn Up to 14.5 CPE/CLE Credits All paid attendees will receive the Bloomberg BNA Portfolio: U.S.-to-Foreign Transfers Under Section 367(a) #919-3rd *One Portfolio per paid attendee. Quantities are limited.

3 Advanced U.S. Transfer Pricing DAY ONE 8:00 AM Registration and Continental Breakfast 9:00 AM Legislative Update Impact of the International Tax Reform Proposals on Transfer Pricing and International Structuring Trends in transfer pricing controversies IRS reorganization of large business and international division Recent court cases 10:00 AM OECD Developments Related to Intangibles and Transfer Pricing Overview of OECD transfer pricing guidelines OECD IP Project Comparison with UN transfer pricing initiatives 11:00 AM Break for Refreshments 11:15 AM IP Migrations Today: Cost-Sharing and Alternative Structures IP migration strategies IP valuation methods Potential for controversies 12:15 PM Luncheon 1:15 PM US & Global Documentation Trends & Pitfalls Satisfying the rules for contemporaneous principal and background documentation using a transfer pricing study Understanding the exceptions to the Sec (e) penalty 2:30 PM Harmonizing Transfer Pricing Structures Post Acquisition Integrating different transfer pricing approaches Managing Sec documentation Combining IP ownership 3:30 PM Break for Refreshments 3:45 PM State Tax Developments in Transfer Pricing Latest state tax developments and issues relating to transfer pricing 4:45 PM Meeting Adjourns for the Day SPONSORSHIP OPPORTUNITIES ARE AVAILABLE Contact Bloomberg BNA at customercare@bna.com or call DAY TWO 8:00 AM Continental Breakfast 9:00 AM Resolving Transfer Pricing Controversies Through Alternative Dispute Resolution Forums Realignment of advanced pricing and mutual agreement office Negotiating advanced pricing agreements Competent authority developments 10:30 AM Break for Refreshments 10:45 AM Practical Concerns with Transfer Pricing Controversies and Litigation Verifying or measuring estimated transfer pricing changes Resolving tiering issues Host examination resolution appeals and beyond 12:00 PM Luncheon 1:00 PM Practical Considerations with the Service Regulations and Transfer Pricing Implications with Guarantee Payments Analyses of Sec. 482 service regulations Structuring shared service arrangements Recent legislation effecting guarantee payments 2:15 PM Break for Refreshments 2:30 PM U.S. Developments Related to Transfer Pricing Litigation Update and Other Developments Recent legislative developments Litigation update Other developments 3:45 PM Q & A Session 4:00 PM Conference Concludes Times/topics/speakers subject to change. Visit for program updates. Bloomberg BNA All rights reserved Earn Up to 15 CPE/CLE Credits All paid attendees will receive the Bloomberg BNA Portfolio: Transfer Pricing: Litigation Strategy and Tactics #893 *One Portfolio per paid attendee. Quantities are limited.

4 Five Easy Ways to Register: Web: Telephone: Facsimile: Mail: Bloomberg BNA s Customer Contact Center 3 Bethesda Metro Center, Suite 250 Bethesda, MD USA CONFERENCE LOCATION Bloomberg BNA 1801 S. Bell St, Arlington VA Hotel accommodations are at your own discretion. We suggest the following: Crystal Gateway Marriott Tel.: Jefferson Davis Highway, Arlington, VA Sheraton Crystal City Tel.: Jefferson Davis Highway, Arlington, VA Morgan Lewis Conference Center One Market Spear Street Tower, 28th Floor, San Francisco, CA Hotel accommodations are at your own discretion. We suggest the following: Hyatt Embarcadero Tel: Embarcadero Center, San Francisco, CA Sheraton Palace Tel: New Montgomery St, San Francisco, CA Morgan Lewis Conference Center Tel: Park Ave., 39th Floor, New York, NY Hotel accommodations are at your own discretion. We suggest the following: New York Helmsley: Tel: East 42nd St, New York, NY Grand Hyatt: Tel: East 42nd St., New York, NY Fee Includes Continental breakfasts, lunches, refreshment breaks, Bloomberg BNA Portfolio and course materials. Contact Bloomberg BNA about discounts for three or more registrants from the same company REGISTER EARLY & SAVE! HARDSHIP POLICY Bloomberg BNA offers a hardship policy for CPAs and other tax and accounting professionals who wish to attend our live conference and seminars. Individuals must earn less than $50,000 annually in order to qualify. For individuals who are unemployed or earning less than $35,000 per year, a full discount off the price of registration for the program will be awarded. Individuals earning between $35,000 and $50,000 per year will receive a 50% discount off the price of the program. If an individual wishes to submit a case for hardship, he or she must contact Bloomberg BNA directly at accreditations@bna.com. Please include the following information with your request: complete contact information, program for which a hardship reduction is being requested, requested amount for hardship reduction, and reason for applying for hardship. Please note that requests will not be considered until 30 days from the program date and that individuals may only apply for a hardship reduction once within a 12-month period. Bloomberg BNA reserves the right to make a final determination on a case-by-case basis. Our decision for granting a hardship is final and submission does not constitute acceptance. CANCELLATION POLICY If you are unable to attend this event, you may: transfer your registration to another person from your company for the same event; or transfer your registration to a substitute event listed on our web site. In either instance, there will be no charge or penalty for substitution. To request a transfer, contact customercare@bna.com with the new attendee or substitute event information more than 5 business days prior to the conference start date. On the first day of the event, absent attendees will be considered no shows and will not be eligible for a refund, transfer, or substitute event. Cancellations must be made in writing to customercare@bna.com more than 5 business days before the event and will be assessed a $350 conference setup fee. Cancellations will not be accepted if notice is received fewer than 5 business days before the event. For more information regarding administrative policies, complaints and cancellations, please contact us at , or customercare@bna.com. ::::::: U.S. Tax Aspects of International Acquisitions and Reorganizations Sept 30 & Oct 1, Washington, DC Nov 14 & 15, San Francisco $1395 Early Registration (up to 1 month prior to course) $1495 Registration (within 1 month of course) Name Advanced U.S. Transfer Pricing $1295 Early Registration (up to 1 month prior to course) $1395 Registration (within 1 month of course) Method of Payment: Payment is due on or prior to the course. All credit cards converted to and billed in U.S. dollars (USD). Check enclosed payable to Bloomberg BNA Credit card payment: MasterCard Visa AmEx Discover All credit cards will be processed at current U.S. conversion rates Title Organization Address City State Zip Card No. Telephone Fax V-code Card exp. /Billing Zip Card Expiration Date Signature

5 U.S. Tax Aspects of International Acquisitions and Reorganizations WHO/WHY YOU SHOULD ATTEND Bloomberg BNA has assembled some of the leading legal, tax and fi nancial professionals to provide you with the practical, in-depth knowledge you need to effectively implement your acquisition strategy. Virtually every corporate re-structuring or acquisition of any signifi cant size involves issues of international taxation. Many of the rules governing international acquisitions and reorganizations have changed signifi cantly in the last few years. This course is designed to address those changes that affect the way you are doing business today and in the future. An introductory course or its equivalent is recommended prior to attending this intermediate to advanced level program with live group instruction. This program is nontransitional which is appropriate for experienced attorneys. This program is designed for VP s of tax and accounting, corporate tax directors, corporate tax managers, tax accounting managers and supervisors, and tax professionals who have to guide their company or their clients in this ever-changing environment. Bloomberg BNA is registered with the National Association of the State Boards of Accountancy as a sponsor of continuing professional education on the National Registry of CPE sponsors. State Boards of Accountancy have fi nal authority on the acceptance of individual courses. Complaints regarding registered sponsors may be addressed to NASBA, 150 Fourth Avenue North, Suite 700, Nashville, TN Bloomberg BNA will apply for continuing legal education credits in any state or jurisdiction where available. For more information, please contact Bloomberg BNA customer service at and ask to speak to the CLE Accreditations Coordinator, or us at accreditations@bna.com. Earn Up to 14.5 CPE/CLE Credits Advanced U.S. Transfer Pricing WHY YOU SHOULD ATTEND With the newly issued service regulations on Section 482, this seminar has become an extremely timely program to attend. These new service regulations will be addressed by both IRS regulation drafters, as well as, prominent tax practitioners from the U.S. and will concentrate on tax issues facing your company. This session will cover transfer pricing practice topics, including pricing documentation, audits, competent authority procedures, advanced pricing agreements as well as a round table discussion of the new service regulations. WHO SHOULD ATTEND This two day seminar is designed for corporate executives and tax advisors from law and accounting fi rms who deal with the latest technical transfer pricing issues. This includes VP taxes, tax directors, tax managers, controllers, treasurers, chief fi nancial offi cers, and for lawyers and accountants who service their clients with transfer pricing problems and issues. An intermediate transfer pricing seminar or equivalent as a prerequisite is recommended before attending this course. This program is non-transitional, which is appropriate for experienced attorneys. Earn Up to 15 CPE/CLE Credits These unique courses are only offered by Bloomberg BNA

6 Bloomberg BNA s Customer Contact Center 3 Bethesda Metro Center, Suite 250 Bethesda, MD U.S. Tax Aspects of International Acquisitions and Reorganizations >>>>>> Advanced U.S. Transfer Pricing