Buyers, sellers, and their advisers often overlook the impact of SALT, and particularly sales tax, in mergers and acquisition transactions. Whether an asset sale or stock sale occurs, the state or states involved in the transaction and a state's existing exemptions can all significantly affect the resulting, and often unexpected, sales tax liability. While states exempt casual or isolated sales, the sale of tangible property, an asset sale, is often subject to sales tax. For stock sales, the business acquired could unknowingly have nexus in a state by having sales representatives or attending trade shows in the state.
The New York Department of Taxation and Finance offers these words to the wise on its website: "Warning: Don't pay the seller until you contact the Tax Department. We'll check to see if the seller owes any taxes. If you don't contact us and wait for our reply, you may have to pay the seller's tax debts." SALT advisers and business owners must recognize the potential sales tax obligations for mergers and acquisitions.
Listen as our panel of state and local tax controversy leaders points out steps that acquirers should take to discover, avoid, and mitigate sales tax exposure in M&A transactions.
Speakers:
- Matthew F. Cammarata, Counsel, Lowenstein Sandler LLP
- Jamie E. T. Szal, Partner, Brann & Isaacson
Time: 1-2:50 p.m. ET
