- Tax audit - Tax litigation - Managing tax audits and tax litigation
- Corporate taxation and associated risks - Basics of corporate taxation and associated risks
- Tax processes - Understand tax mechanisms and master the implementation of tax processes and associated deliverables (tax consolidation (corporation tax), TEI (group tax), CET-VAT, etc.).
- Regroupement d'entreprises - Business combinations
- Mergers & Acquisitions Transaction - Master the implementation of acquisition/disposal processes (letter of intent, due diligence, acquisition and dataroom audits, binding offer, negotiation, closing) - Understand the transaction environment: negotiation, financial and regulatory environment
Mastering a complex environment
Target audience
- Chartered accountants, statutory auditors
- Tax specialists
- Members of the legal department
- Finance, consolidation and accounting managers
2 day
Restructuring tax training
Prerequisites
No prior knowledge is required.
Objectives
◗ Respect the timetable and organization of restructuring operations (mergers, partial contributions of assets and spin-offs).
◗ Identify the risks and opportunities relating to corporate restructuring operations (tax treatment of merger gains and losses, the concept of a complete branch of activity, the issues involved in opting for the preferential tax regime).
◗ Calculate exchange parity in operations
◗ Compare the book value and tax value of transferred items
Training program
◗ Tax consequences of merger operations on unrealized capital gains on
assets transferred, tax loss carryforwards and capital gains on share exchange
at shareholder level
✔ UNDERSTANDING | Concrete examples of merger bonuses and mali
✔ UNDERSTANDING | Focus on the applicable tax regime (common law or preferential)
✔ APPLY | Case studies of tax effects for the absorbed and absorbing companies
◗ Consideration of merger terms: direction of merger, simplified merger or TUP
(Transmission Universelle du Patrimoine)
✔ UNDERSTAND | Comparison of merger types
✔ APPLYING | Timetable and formalities for different mergers
◗ Complex issues: procedure for applying for approval to transfer deficits -
Accounting and tax treatment of merger gains and losses - Should the transaction be carried out under
Should the transaction be carried out under ordinary or preferential law?
✔ UNDERSTAND | Comparative tax regimes, conditions and risks
✔ APPLYING | Practical cases of approval applications
◗ Consequences of the merger: in terms of other taxes such as CET or VAT,
follow-up statements to be drawn up, follow-up of pre-merger provisions
✔ UNDERSTANDING | Impact on CET and VAT
✔ APPLY | Examples of monitoring reports and declarations
◗ Specific features of mergers within an integrated group
✔ UNDERSTANDING | Neutralization cases and latent taxation
◗ Partial asset contributions (PAA)
- Tax consequences for capital gains and tax loss carryforwards
- Complex issues: the concept of a complete branch of activity, approval procedure
approval procedure, choice between ordinary and preferential tax regimes, consequences of
of the commitment to retain shares
- Consequences for other taxes, such as CET and VAT
✔ UNDERSTAND | Legal and tax definition of the complete branch
✔ APPLY | Case study on the criteria of the preferential regime
✔ APPLY | Simulation of an ABS operation with or without approval
- Specificities of ABS within an integrated group
✔ UNDERSTANDING | Group adjustment mechanisms
◗ Post-LBO restructuring operations: the necessary reorganizations and
different methods depending on the objectives
✔ UNDERSTANDING | Review of possible post-LBO configurations
◗ Risky operations
- Schemes challenged by the tax authorities
- Anti-abuse measures for restructuring schemes
✔ UNDERSTAND | Case law examples and sensitive situations
✔ EVALUATE | Case studies on the impact of a change of activity or misuse
of preferential arrangements
Why choose this course?
In the life of a group of companies, restructuring operations are numerous: integration of new entities, reorganization of the operational perimeter, optimization of legal structures... Understanding and mastering the tax impacts of the main operations carried out by groups enables you to grasp the issues and constraints posed by the legislation and to anticipate the impacts.
Teaching and assessment methods
Before: self-assessment quiz
During the session: presentation accompanied by numerous examples and analysis of concrete cases drawn from the field experience of the presenter, a tax lawyer with many years' experience in the corporate world. Practical case studies during the session ensure that you have acquired the knowledge you need.
Afterwards : the trainer is available to answer any questions relating to the training.
General training | FinHarmony Conseil & Formation
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Price
2 295 € EXCL. TAX
Testimonials
Restructuring tax training
Restructuring tax training
Restructuring tax training
Jonathan C.
Company
Training