Structuring Cross-Border Transactions: US Tax Considerations

Structuring Cross-Border Transactions, by a prominent author and practitioner, is a unique book that will help tax and corporate practitioners engaged in structuring both U.S. cross-border transactions, including inbound and outbound acquisitions, and joint ventures, involving both public and privately held companies. Operation of the rules is illustrated with specific examples that include financial metrics, allowing readers to pierce through and understand how the rules really operate in specific fact patterns, highlighting planning opportunities as well as potential traps. As the U.S. international tax rules have become less systematic and more complex over the past few years, while cross-border deals have become more common, this book provides an invaluable resource for all engaged in the field.

The following key aspects of structuring cross-border transactions are analyzed, as applicable to inbound and outbound investments and dispositions:

• considerations of making various elections to obtain a basis step-up on an acquisition of a U.S. or non-U.S. target company
• how check-the-box regulations can maximize tax benefits and minimize tax inefficiencies in an acquisition of foreign target
• potential costs and planning opportunities associated with anti-deferral regimes (subpart F and global intangible low-taxed income, as well as PFIC rules)
• how to navigate the U.S. foreign tax credit rules in the transactional context
• considerations relevant to structuring a deal as tax-free in the United States
• U.S. anti-inversion rules that affect cross-border deals
• effect of anti-hybrid, anti-conduit, and other anti-abuse rules
• the use of partnerships and other flow-through entities in cross-border transactions
• concerns of particular classes of investors that will influence the form of a transaction, and
• typical points of friction between buyers and sellers in the cross-border context

This book helps guide decision making at every step with the aid of detailed numerical examples and assists in understanding key drivers materially impacting results.

By furnishing a guide for practitioners from any country who need to understand the U.S. tax consequences of a particular transaction, this book bridges the gap in the tax literature. It spotlights the impact of U.S. tax law on transactions put together in the real world, and its in-depth analysis of how U.S. tax provisions interrelate and interact with foreign tax rules will prove to be of immeasurable value to corporate lawyers, finance professionals, and others active in cross-border mergers and acquisitions. It will be highly appreciated by transactional tax practitioners as an indispensable reference tool.