•Tax affect on deal economics •Specific tax considerations •Target’s tax characteristics •Form matters •Stock sale v. asset sale •Continuing equity interest •Service agreements and non-competes •Minority owner considerations •Key employees  •State and local taxes

1. • Louis Vlahos, Tax Partner, Farrell Fritz, P.C.
• Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co., Moderator
© Copyright 2018 Expert Webcast – All Rights Reserved
TAX CONSIDERATIONS IN M&A FOR
BUYERS AND SELLERS
August 9, 2018

2. 1
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3. 2
Louis Vlahos is a Tax Partner at Farrell Fritz, P.C. As Farrell
Fritz’s lead tax attorney, he has extensive experience in corporate,
partnership and individual income taxation, and in estate and gift
taxation, including tax planning, ruling requests, and tax controversy.
Louis advises clients in connection with corporate and partnership
organizations, operations and reorganizations; capital raises and debt
restructurings; sales and acquisitions of businesses; distributions,
redemptions, liquidations and spin-offs; S corporation issues; buy-
sell agreements; real estate sales and like-kind exchanges; executive
nonqualified deferred compensation arrangements; taxation of
foreigners; state and local income, sales and transfer taxes; estate,
gift and succession planning, including the transfer of business
interests, family limited partnerships, transactions with trusts, and
estate and gift tax audits; charitable giving; private foundations, tax
exemption applications, not-for-profit restructuring, and excess
benefit issues.
Louis holds an undergraduate degree from Columbia College, a J.D.
from Harvard Law School and an LL.M. from New York University
School of Law.
400 RXR Plaza
Uniondale, NY 11556
516-227-0639
lvlahos@farrellfritz.com
www.farrellfritz.com

4. 3
MODERATOR: Alexander B. Kasdan, Senior Managing Director,
DelMorgan & Co., brings more than twenty-five years of senior-level Wall
Street advice to middle market companies, entrepreneurs and institutional
investors. He has extensive experience in investment banking, corporate law
and restructuring at world’s leading firms, including Credit Suisse First Boston,
O’Sullivan Graev & Karabell LLP (now O'Melveny & Myers LLP), Battle
Fowler LLP (now Paul Hastings LLP) and Schlumberger Ltd., and as a
founding partner of Convergence Capital Partners. Alex has worked on more
than 100 domestic and cross-border transactions in North America, Europe and
Africa.
Alex is a Senior Advisor to Governance and Transactions LLC, an advisory firm
established in 2003 by Mr. James L. Gunderson, former Secretary and General
Counsel of Schlumberger Limited, to assist boards, management and owners
with corporate governance, compliance, structuring and strategic transactions.
Alex is a frequent moderator and an interviewer at Expert Webcast roundtable
discussions attracting business leaders and leading professionals from around
the world.
Alex graduated magna cum laude from Middlebury College with a B.A. degree
in Economics and Italian and was elected to Phi Beta Kappa during his junior
year. In addition, he holds a J.D. degree from Columbia University Law School
and has studied at the University of Florence in Italy.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
+1 310 980 1718 mobile
+1 310 935 3826 office
ak@delmorganco.com
www.delmorganco.com

5. 4
MAJOR TOPICS
• Tax affect on deal economics
• Specific tax considerations
• Target’s tax characteristics
• Form matters
• Stock sale v. asset sale
• Continuing equity interest
• Service agreements and non-competes
• Minority owner considerations
• Key employees
• State and local taxes