The Right Way to Exit: Key Tax and Estate Planning Issues in Selling a Business

Transcription

1 Estate Planning and Tax The Right Way to Exit: Key Tax and Estate Planning Issues in Selling a Business (Joint Program with Estate Planning & Fiduciary Law and Tax Sections) LIVE LIVE WEBCAST Thu., November 17, 2016 NC Bar Center, Cary VIDEO REPLAYS (at printing) Asheville Fri., January 27, 2017 Cary Wed., February 22, 2017 Concord Thu., February 2, 2017 Winston-Salem Wed., February 15, 2017 CLE CREDIT: 6.0 Hours Qualifies for North Carolina State Bar Estate Planning and Probate Law Specialization credit UPDATES & REGISTRATION Planned by the NCBA Estate Planning & Fiduciary Law and Tax Sections SUMMARY: Learn how practitioners can help business owners plan a successful exit from closely held businesses and companies. This joint Section event features experts in tax minimization, liability concerns and wealth transfer from across North Carolina. Key lecture topics include: Protecting highly appreciated assets and business interests from estate and gift tax Strategies for deferring estate tax under Section 6166 Avoiding liability exposure under the Affordable Care Act Navigating ERISA issues during the sale of a business Issues to consider with employee benefits and executive compensation in corporate transitions

2 The Right Way to Exit: Key Tax and Estate Planning Issues in Selling a Business #553ETP and #553LWC November 17, 2016 FOUR WAYS TO REGISTER ONLINE* PHONE* FAX* MAIL** Attn: Accounting, NCBA Foundation, P.O. Box 3688, Cary, NC *Credit cards only. **Please make checks payable to the NCBA Foundation. TUITION LIVE WEBCAST VIDEO REPLAY (VR) Select format and tuition rate below. REGISTRANT TYPE EARLY BIRD TUITION Received one week prior to program date. REGULAR TUITION Received less than one week prior to program date. WEBCAST TUITION NCBA Estate Planning & Fiduciary Law Section and Tax Section Members $215 $265 $290 NCBA Member $235 $285 $310 NCBA Paralegal Division Member $155 $205 $230 Non-member $285 $335 $360 Full-time LANC Attorney $155 $180 1st Year Licensed in NC These categories do not qualify for Early Bird tuition. $99 $124 CLE Passport Holder 6 tokens 6 tokens Judge Clerk of Court Law Professor Law Student Division Member Paralegal Student Member These categories do not qualify for Early Bird tuition or include any MCLE fees. $75 $25 Choose from the applicable Webcast tuition options above. VIDEO REPLAY LOCATIONS For details and an updated list, see Asheville #553ASV Cary #553BAR Concord #553CRD Winston-Salem #553WIN Other (if applicable, from website): City: Code: #553 REGISTRANT INFORMATION Please print clearly. Print Full Name: 553ETP-B Firm/Organization Name: Address: City, State and ZIP: Daytime Phone Number: Address: NC State Bar No. (Required for MCLE Credit): PAYMENT Registration is processed only after payment is received. Please print clearly. Enclosed is a check, payable to the NCBA Foundation. Please charge my credit card. Card Number: Expiration Date: Total Amount: Signature:

3 Program Agenda Thursday, November 17, 2016, 8:15a 4:15p 8:15a Registration 8:55 Welcome and Introductions 9:00 Pre-Transaction Planning: Estate Freezes and Other Pre-Deal Strategies Jessica Mering Hardin A shareholder may transfer significant value to donees and reduce the size of his taxable estate when he implements various leveraged and freeze techniques in advance of the sale. This session reviews strategies like grantor retained annuity trusts, family limited partnerships, sales to intentionally defective grantor trusts and private annuities. It includes a discussion of the relative advantages and disadvantages of each, the impact of interest rates on certain strategies and how to evaluate these tools to achieve the best outcome for a selling shareholder. 10:00 Estate Planning for the Executive with Restricted Stock Timothy J. Herbst This presentation includes planning issues that often arise when advising clients and corporate insiders who own restricted stock subject to SEC and other regulations. Common planning strategies associated with wealth transfer, charitable giving and estate administration can all be impacted by the rules and regulations covering restricted stock and other securities held by corporate executives and their families. 11:00 Break 11:15 When a Seller Checks Out Early: Ins and Outs of Section 6166 and Other Post-Mortem Planning Christopher E. Hannum and William L. Mills IV Planning opportunities and pitfalls may arise when the principal owner of a business (or businesses) dies without an effective succession plan or sufficient liquidity to cover estate taxes resulting from inclusion of the business in the decedent s gross estate. Discussion details the ins and outs of Code Section 6166, allowing the deferral of estate tax payments for up to 15 years if a series of complex hurdles is met. Speakers share examples drawn from actual cases and explain the steps taken to protect and preserve the family s wealth and business assets. 12:15p Networking Lunch (included at Live program only) 1:00 Liability Issues Related to the Affordable Care Act and the Control Group Rules Robert H. Wall As owners focus on succession planning, several considerations must be taken into account as interest transfers are contemplated. Business owners and their attorneys must be cognizant of both past and potential liabilities related to government mandates. With the passage and implementation of the Affordable Care Act (ACA), there are a number of additional employer mandates that must be taken into account. Failing to adequately navigate the complex rules of the ACA can lead to unintended pitfalls that can hamper an otherwise clear succession plan. This session highlights some of the key areas in which advisors and attorneys should look to avoid the punitive provisions of the ACA.

4 2:00 Tax Aspects of Structuring the Deal Sandi O. Thorman Many factors influence how a transaction is structured, including tax considerations. In transactions, the seller and buyer are trying to optimize their financial position and minimize their tax liability. Generally, the seller prefers a stock sale because of the favorable tax effects and limitation on liabilities. On the other hand, an asset sale is typically favored by the buyer because the buyer may be able to write up the value of the assets, allowing increased tax deductions and a resulting decrease in taxes in future years. This session provides insights on structuring the transaction in a tax efficient manner for the seller. 3:00 Break 3:15 Employee Benefits and Executive Compensation Matters in Corporate Transitions ESOPs, Equity Incentives and Other Considerations Taylor W. French When considering an exit transaction, there are a variety of key employee benefits and executive considerations sellers should consider. This presentation provides an overview of the potential implementation of an employee stock ownership plan (ESOP) as a means of transitioning ownership from founders/ owners to employees. In addition, we discuss key executive compensation, employee equity structuring and retention matters that often plan a key role in a sale of a business. 4:15 Adjourn IN OUR BOOKSTORE NOW! NC Estate Administration Manual, Supplemented Eighth Edition (2014/2016) Managing Editors: Jessica M. Hardin and Heidi E. Royal Designed as a comprehensive resource for attorneys and paralegals, this bestselling manual is newly supplemented to reflect recent changes in the law and includes updated forms that you won t want to be without! Visit and click on Publications for details.

5 Program Information Planners Christopher E. Hannum, Culp Elliott & Carpenter PLLC, Charlotte Candace A. Wehr, Vice President, Senior Trust Officer, U.S. Trust Bank of America Private Wealth Management, Raleigh Speakers Taylor W. French, McGuireWoods LLP, Charlotte Christopher E. Hannum, Culp Elliott & Carpenter PLLC, Charlotte Jessica Mering Hardin, Robinson Bradshaw & Hinson PA, Charlotte Timothy J. Herbst, U.S. Trust, Charlotte William L. Mills IV, Culp Elliott & Carpenter PLLC, Charlotte Sandi O. Thorman, GreerWalker LLP, Charlotte Robert H. Wall, Spilman Thomas & Battle PLLC, Winston-Salem We extend our sincere gratitude to the NCBA Estate Planning & Fiduciary Law Section and the NCBA Tax Section, and the planners and speakers who volunteer their time and expertise toward the goal of presenting an educational program of the very highest quality. Hotel Information Contact hotels directly for reservations at the special NCBA room rate. Rates are based on availability and may sell out. Embassy Suites, 201 Harrison Oaks Boulevard, Cary Rate: $169 Single/Double. Rate includes a full cooked-to-order breakfast and the manager s evening reception. Reservations: Reference Corporate ID: NCB or NC Bar Rate TownePlace Suites by Marriott, 120 Sage Commons Way, Cary Rate: $106 studio queen with sleeper sofa (Sunday Thursday). Rate includes a complimentary hot breakfast. All rooms come with a fully equipped kitchen. Reservations: Ask for the NC Bar Association corporate rate. FINE PRINT REGISTRATION Registrations are limited by space, and may include a live video broadcast overflow room. TRANSFERS Registrants may transfer from a Live program, Video Replay, Webcast, Webinar or Phone/Audio Streaming Program without penalty within three business days after the program date. CANCELLATIONS Cancellations must be received by 9:00 a.m. the third business day prior to the program to qualify for a refund (less $75 administrative fee). Those not attending will receive the digital program materials in full consideration of tuition paid. MCLE CREDIT The North Carolina Bar Association Foundation is an accredited CLE sponsor under the MCLE Regulations promulgated by the NC State Bar Board of Continuing Legal Education. This program is approved (but not sponsored) by the Board for the designated number of CLE hours. Each attorney must maintain a record of his/her attendance for the NC State Bar annual report. MCLE credit is reported by NCBA Foundation only if a NC State Bar number is provided. Your CLE tuition includes mandatory State Bar fees used to support the State Bar s Mandatory Continuing Legal Education program, the Chief Justice s Commission on Professionalism and the Chief Justice s Equal Access to Justice Commission. Your tuition also includes digital access to all program materials. DIGITAL PROGRAM MATERIALS You will receive a notification when digital materials are available to download. To retrieve digital materials, log in and select Your Course Materials on the CLE website. All of the materials for this program will be available for download in advance of the program. VIDEO REPLAYS To qualify for the Early Bird tuition, registration must be received one week prior to program date. NC State Bar rules require a minimum number of preregistered active State Bar members. The NCBA Foundation reserves the right to cancel any video program prior to the program date if registrations do not meet the NC State Bar requirement. Some sites require additional registration or evaluation forms. Visit to confirm video replay registration and program start times. CLE credit hours at Video Replays are subject to change. Video replay program attendees may purchase the printed manuscript at cost. Due to printing and shipping lead times we are unable to accommodate requests for print materials made fewer than seven (7) days prior to any video replay program. INCLEMENT WEATHER We make every effort to notify registrants when a program is canceled or delayed due to weather. If inclement weather is forecast, please check your local news listings or contact event venue. NCBA programs will follow the work schedule of the hosting institutions, to include delayed openings. CLE SCHOLARSHIPS A limited number of scholarships are available to members in financial need. Contact Membership Services at or akemple@ncbar.org. EVENT SPONSOR AND EXHIBITOR OPPORTUNITIES Interested in meeting the attendees of this program? Become an exhibitor or sponsor! Contact Jennifer Shapiro at CLESponsorship@ncbar.org for detailed information about these opportunities and their benefits. FOR MORE INFORMATION, VISIT WWW. NCBAR.ORG/CLE.

6 P.O. Box 3688 Cary, NC Nonprofit Org. US Postage PAID Raleigh, NC Permit #297 BECOME A CLE EVENT SPONSOR for one of our award-winning CLE programs. Contact Jennifer Shapiro, Sponsorship Development Coordinator, at or jshapiro@ncbar.org for compete information. Estate Planning and Tax The Right Way to Exit: Key Tax and Estate Planning Issues in Selling a Business (Joint Program with Estate Planning & Fiduciary Law and Tax Sections) LIVE LIVE WEBCAST Thursday, November 17, 2016 NC Bar Center, Cary VIDEO REPLAYS For the most up-to-date program information, including the complete agenda and a list of video replay locations, please visit CLE CREDIT: 6.0 Hours Qualifies for North Carolina State Bar Estate Planning and Probate Law Specialization credit