A Primer on International Taxation

Course Demo. No credit provided in demo mode.


Credit Hours:
TX - General: 1.0 Credits
NY - General: 1.0 Credits
CA - General: 1.0 Credits
NJ - General: 1.3 Credits
VA - General: 1.0 Credits
AZ - General: 1.0 Credits
CT - General: 1.0 Credits
NH - General: 1.0 Credits
CO - General: 1.3 Credits
IL - General: 1.0 Credits
ME - Self Study: 1.08 Credits
PA - Distance Learning: 1.0 Credits
OH - Self Study: 1.0 Credits
WI - On-Demand: 1.0 Credits
SC - General: 1.08 Credits

Running Time: 1 Hours, 8 Minutes
Faculty: Jacob Stein, Esq -

Course Description

There is a multitude of issues that drive a cross-border business transaction. Sale of shares versus sale of assets; statutory mergers; joint ventures; security for enforcement of representations and warranties; governing law and venue; earn-outs and holdbacks; restrictions on foreign ownership; due diligence; local customs; privacy and many other. Most non-tax considerations are not country specific. They are driven by the economics of the deal and the negotiating position of the parties. When a transaction touches the U.S., tax has the center-stage.

From a U.S. standpoint, none of the other issues are as important as the tax consequences. Taxation of an M&A transaction will very often determine the deal structure. The parties can negotiate and agree to all the other terms, but tax will determine how the transaction is structured, what is possible and what is not.

For U.S. tax purposes, cross-border transactions are divided into two classes: inbound (foreigners doing business or investing in the U.S.), and outbound (Americans doing business and investing overseas). The tax rules that apply to inbound and outbound transactions are entirely different. We will examine both, and will then delve into the related subjects of pre-immigration tax planning (foreigners immigrating to the U.S.) and expatriation (Americans emigrating from the U.S.).