Tax Planning for M&A Transactions: Buyer & Seller Goals, Cross-Border Deals, and Venture-Backed Considerations

Nancy E. Dollar | Hanson Bridgett LLP

Nancy E. Dollar is a seasoned tax attorney with a robust practice focused on tax planning, counseling, and transactional matters. As a Partner at Hanson Bridgett LLP, she advises founders, investors, and companies—particularly in emerging industries—on strategic tax incentives and compliance issues. Her work includes navigating complex federal tax audits and resolving controversies through the IRS appeals process.

Nancy’s practice spans multiple areas including corporate tax, employee benefits, and matters involving emerging growth companies. She has particular expertise in Qualified Small Business Stock (QSBS) planning, cross-border structuring, and tax strategies for M&A transactions.

An active thought leader, Nancy has authored and co-authored numerous articles in Bloomberg Tax, Carta, and other leading platforms, covering topics from clean energy credits to crypto taxation and COVID-19 relief. She frequently speaks on advanced tax strategies at national legal and financial conferences, including the California Tax Bar and policy forums, Strafford webinars, and Morgan Stanley’s Wealth Series.

Nancy has been recognized with honors such as the Leadership Council on Legal Diversity Pathfinder distinction (2022) and the California Lawyers Association Wiley W. Manuel Pro Bono Legal Services Award (2021). She also serves on the board of the Women Founders Network.

Nancy holds an LL.M. in Taxation and a J.D., cum laude, from Boston University School of Law, and a B.A., magna cum laude, from Kenyon College. She is admitted to practice in California, Massachusetts, and before the U.S. Tax Court.

Daren R. Shaver | Hanson Bridgett LLP

Daren advises individuals and businesses on a vast range of tax planning and tax controversy matters at the federal, state, local, and international levels. He has a wealth of experience providing outside general counsel to entrepreneurs, founders, start-ups, and their investors.

He possesses extensive expertise with respect to partnership structuring, equity compensation arrangements, liquidity transactions (including QSBS benefits under Section 1202 of the Code), and mergers and acquisitions.

Daren’s insight and thought leadership on federal and state income tax matters have been quoted or published in Bloomberg, Fortune, Barron’s, and Law360.

Kristin V. Taylor | Lowenstein Sandler LLP

Kristin Taylor handles transactional tax matters at the federal, state, and local levels and represents individuals and businesses at all stages of development. Her clients turn to her for day-to-day guidance and assistance in developing strategies to address matters ranging from sales and use taxes to issues related to foreign operations. Skilled in creating practical solutions, she also advises clients in connection with mergers and acquisitions, securitizations, restructuring transactions, joint ventures, cross-border transactions, and real estate investment.

She also has extensive experience advising established and emerging investment managers in structuring hedge funds, private equity funds, and venture capital funds. She works with clients to develop domestic and foreign investment strategies while navigating the ever-changing tax laws impacting private investment funds and their investors. In addition, Kristin advises tax-exempt organizations on formation, operational compliance, and unrelated business income tax matters.

Kristin is active in a variety of pro bono matters. She has provided pro bono representation to the National Women’s Law Center and Beyond Type 1, a nonprofit that creates and funds programs for the benefit of those living with Type 1 diabetes.

Session I – Tax Considerations in M&A Transactions: Navigating Federal Rules and Strategic Pitfalls | 1:00pm – 3:10pm

• Federal structuring of M&A transactions for buy-side and sell-side
• Potential tax reform and future for the Tax Cuts and Jobs Act (TCJA)
• Federal tax due diligence: Identifying exposure and preserving tax attributes

Break | 2:00pm – 2:10pm

• Maximizing after-tax proceeds for sellers in asset sales and stock sales
• Earnouts and other contingent considerations
• Qualified Small Business Stock (QSBS) planning under IRC section 1202

Break | 3:10pm – 3:20pm

Session II – Tax Considerations and Exit Strategies in M&A Transactions | 3:20pm – 4:20pm

• Goals of buyer (basis step-up, use of NOLs, returns from interim cash flows versus terminal value, unwanted assets)
• Goals of seller (one level of tax, capital gain v. ordinary income, tax-free reorganization, tax-free management rollover)
• Special considerations for cross-border transactions
• Special considerations for venture-backed companies