Course Details

Tax Aspects of Private Equity Transactions

This course will cover the federal income tax issues commonly encountered when planning and negotiating transactions sponsored or financed by private equity funds. The course will begin with an overview of the structure and basic economics of private equity funds, and the tax profiles and sensitivities of their managers and investors. The majority of the course will focus on the tax issues that arise when private equity funds make growth investments in, or leveraged acquisitions of, businesses operating as either corporations or partnerships. Specific topics will likely include (i) negotiating the terms of the fund's investment in the target business, and otherwise establishing the target's post-transaction capital structure; (ii) structuring the transaction to maximize the buyer's and seller's tax benefits; (iii) establishing management equity compensation arrangements; and (iv) dealing with the added complexities associated with acquisitions of foreign target companies. The final sessions will discuss certain methods through which private equity funds exit their investments, including sales, repurchases and public offerings. In each situation, we will discuss the varying, and sometimes conflicting, tax planning goals of buyers, sellers, financing parties and management participants, and the potential solutions or compromises for these conflicts. As part of those discussions, we will consider the role of tax representations, warranties, covenants and indemnifications in transactional agreements, and review examples of these provisions. Registration Requirements: Basic Tax is a prerequisite for this class. JD and non-Tax LLM students may only enroll in this class during the drop/add period. The class is not a biddable class for JD and non-Tax LLM students. Evaluation Methods: Grades will be based on class participation and a final examination. Class Materials: The class will consist principally of a review and discussion of various transactions illustrating the tax problems outlined above. Reading material will include relevant Code, regulations and IRS rulings; excerpts from selected tax treatises; and relevant portions of various transactional agreements.

Catalog Number: TAXLAW 618


Course History

Spring 2017
Title: Tax Aspects of Private Equity Transactions
Faculty: Sheffield, Jeffrey T. (courses | profile)
Section: 1     Credits: 2.0
Capacity: 70     Actual: 19

Spring 2016
Title: Tax Aspects of Private Equity Transactions
Faculty: Sheffield, Jeffrey T. (courses | profile)
Section: 1     Credits: 2.0
Capacity: 65     Actual: 23

Spring 2015
Title: Tax Aspects of Private Equity Transactions
Faculty: Sheffield, Jeffrey T. (courses | profile)
Section: 1     Credits: 2.0
Capacity: 65     Actual: 27