A Primer on International Taxation Details
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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.).
Course Credit per State
- General: 1.0 CreditsFL
- General: 1.0 CreditsIN
- Distance Education: 1.0 CreditsMO
- Self Study: 1.2 CreditsNY
- General: 1.0 CreditsPA
- Distance Learning: 1.0 Credits
Jacob Stein, Esq
Jacob Stein, Esq. is a partner at Aliant, LLP. He specializes in structuring international business transactions, complex U.S. and international tax planning and asset protection planning. Mr. Stein received his law degree from the University of Southern California, and a Master of Laws in Taxation from Georgetown University. He has been accredited by the State Bar of California as a Certified Tax Law Specialist. He is AV-rated (highest possible rating) by Martindale-Hubbell, has been named ?A Super Lawyer? by the Los Angeles Magazine and one of ?America?s Most Honored Professionals 2016?, by the American Registry.
Over the course of his career Mr. Stein has represented thousands of clients, including: officers and directors of Fortune 500 companies; Forbes 400 families; celebrities; Internet entrepreneurs; high-profile real estate developers, builders and investors; physicians; wealthy foreigners doing business in the United States; small business owners; attorneys, accountants and financial advisors; and many other individuals facing financial adversity or seeking privacy for their holdings.
He is the author of numerous books, scholarly articles and technical manuals including his most recent article, Pre-Immigration Taxation, published in the January 2016 edition of EB-5 Investors Magazine Volume 3, Issue 3; His other works include his book: A Lawyer?s Guide to Asset Protection Planning in California, Second Edition, published in April of 2016, which is the only legal treatise on asset protection specific to California, and International Joint Ventures ?A Concise Guide for Attorneys & Business Owners,? published in 2014.
Mr. Stein is a frequent lecturer to various attorneys, CPA and other professional groups, teaching over 100 seminars per year. His presentation topics include: Tax Planning for Cross-Border Joint Ventures, A Foreigner?s Guide to Investing in U.S. Real Estate, Creative Planning with Controlled Foreign Corporations, Advanced Asset Protection Planning, Choice of Entity Planning, Estate Tax Planning and various courses on trust law.
He is an instructor with the California CPA Education Foundation, National Business Institute, Thomson Reuters, the Rossdale Group and Lorman Education Services where he teaches courses on advanced tax planning, structuring international business transactions, asset protection and trust law. He is an adjunct professor of taxation at the CSU, Northridge Graduate Tax Program.