Corporate Transactions in the International Context

Tax issues that follow the deal structure

Cross-border corporate transactions can create different U.S. tax consequences depending on how the transaction is structured. This course focuses on corporate transaction types, including:

• Formations
• Acquisitions
• Reorganizations
• Liquidations
• Related restructuring considerations in an international context

Transaction mechanics and tax effects

Learners will explore how common corporate transaction rules apply to cross-border activity, including:

• Section 351 formations
• Boot and liability assumptions
• Basis consequences
• Corporate reorganizations
• Complete liquidations
• Section 338 elections
• Structural considerations for A, B, C, D, and F reorganizations

International provisions and escalation points

Learners will also connect corporate transaction mechanics with key international tax provisions, including Section 367(a),(b), and(d). In addition, analyze common scenarios for escalation, such as:

• Intangible asset transfers
• Gain recognition agreements
• Deemed annual payments
• Earnings and profits preservation
• Other situations that may require further analysis or escalation

Hands-on learning to reinforce key concepts

Exercises help learners apply corporate transaction rules to practical cross-border scenarios, including Section 338 elections and reorganization structures. These activities support analysis of how transaction form affects tax treatment, basis consequences, and escalation considerations.

Note: This program includes content from the U.S. International Tax Certificate.

Who Will Benefit

• Tax professionals advising multinational businesses on corporate transactions
• CPAs and accounting professionals working with international tax matters
• Professionals involved in cross-border restructurings, acquisitions, or entity planning
• Learners seeking to strengthen intermediate-level knowledge of U.S. international corporate tax rules

Key Topics

• Corporate formations and Section 351 transactions
• Corporate acquisitions and reorganizations
• Complete liquidations
• A, B, C, D, and F reorganizations
• Section 338 elections
• Intangible asset transfers and Section 367(d)
• Section 367(a) and (b) risk areas
• Escalation scenarios for cross-border transactions

Learning Outcomes

• Identify the tax effect of cross-border corporate formations, acquisitions, reorganizations, and liquidations.
• Determine entity-level implications of corporate transactions.
• Identify intangible-related tax risks.
• Analyze scenarios for escalation.