In researching some M&A tax issues today, I came across an article in the Penn State Law Review, Basic Tax Issues in Acquisition Transactions by Michael L. Schler of Cravath, Swaine & Moore LLP. This is the best summary I have seen of tax issues in M&A designed especially for corporate lawyers. This (relatively) short article provides an excellent overview of what corporate lawyers need to know to represent clients effectively in M&A transactions.
This article should be required reading for every new transactional associate. Corporate lawyers who practice in M&A should have a basic understanding of the tax issues that so often drive the transaction structure. I tell my students only half jokingly that the job of the transactional lawyers is to not mess up what really matters, which is the tax treatment of an acquisition. Although corporate lawyers generally will not be responsible for opining on the tax treatment of a transaction, they will be at least jointly responsible for accurately documenting the transaction and describing the tax treatment in disclosure documents, and an understanding of the basic issues is essential.
I had the pleasure of meeting Mr. Schler at the Pepperdine Law Review's tax symposium a few weeks back, and was impressed by his command of tax policy in addition to tax details. His article is evidence that law review articles can be actually useful to practitioners, at least when written by them...
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