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Basic Deal Structures
Frank, Mary Margaret; Hoffarth, AlexanderTechnical Note DARDEN-F-1862-EFinanceThis technical notes discusses three basic deal structures used to acquire another corporation. Asset acquisitions, stock acquisitions, and mergers under state law are the three common legal forms discussed.Starting at €8.20
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Taxation in a Global Economy
Frank, Mary Margaret; Mattingly, GeorgeTechnical Note DARDEN-C-2328-EAccounting and ControlStudents can examine how international taxation is a system of global tax rules that apply to transactions between two or more countries. They will see how, given differing tax consequences across countries, taxpayers must incorporate tax planning into their strategic decisions to avoid excessive taxation by structuring transactions to limit their additional global tax exposure while taxpayers, seeking to maximize after-tax returns, can structure...Starting at €8.20
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The Value of Net Operating Losses
Frank, Mary Margaret; Right, Jonathan M.Technical Note DARDEN-C-2256-EAccounting and ControlThis technical note provides an overview of the tax law governing the use of a target's net operating losses (NOLs) and other tax attributes by the acquirer. Every transaction requires the acquirer to assess the impact of any limitations under the tax law on the use of the target's NOLs. Because these limitations affect the value of the NOLs, they affect the price the acquirer is willing to pay for the loss corporation and ultimately the optimal ...Starting at €8.20
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Equity Compensation and the US Tax Consequences
Frank, Mary Margaret; Lynch, Luann J.Technical Note DARDEN-C-2385-EAccounting and ControlThis technical note explores the many different forms of equity compensation. Equity compensation, defined as compensation that provides for the delivery of equity securities, aligns employees’ incentives with shareholder value driven by a company’s stock price. Equity compensation is used extensively to attract and retain key employees. However, the types of equity compensation differ in their effects on incentives, dilution, net income, corpora...Starting at €8.20
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The Treatment of Goodwill and Other Purchased Intangibles for Tax Purposes
Frank, Mary MargaretTechnical Note DARDEN-C-2258-EAccounting and ControlThis note outlines the effect of Section 197 of the IRS Code on goodwill and other intangibles purchased in an acquisition by comparing the treatment of goodwill and other purchased intangibles for tax and financial accounting purposes. The allocation of the purchase price in different taxable asset deal structures, the residual method, contingent payments and recapture taxes are also briefly discussed. These tax laws affect current and future ca...Starting at €8.20
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Differences between Financial Accounting and Tax for Valuation in M&A
Frank, Mary Margaret; Elmore, Frederick A.Technical Note DARDEN-C-2421-EAccounting and ControlThis technical note outlines the differences between financial accounting standards and tax law that affect the valuation of potential targets depending on the deal structure employed. Valuation models typically rely on financial accounting information to estimate the value of the deal; but tax laws, not financial accounting standards, affect the after-tax cash flows attributable to the deal. The note provides steps to determine a target’s tax b...Starting at €8.20
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The Treatment of Outstanding Employee Stock Options in Mergers and Acquisitions
Frank, Mary MargaretTechnical Note DARDEN-C-2260-EAccounting and ControlThis technical note summarizes the tax treatment of alternative methods available to the acquirer to compensate owners of the target's employee stock options. The summary includes changes in the tax law as of 2005.Starting at €8.20
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The Choice of Business Entity: Corporate, Pass-Through, and Disregarded Entities
Frank, Mary Margaret; Garza, Melissa; Holtan, AlexanderTechnical Note DARDEN-C-2293-EAccounting and ControlThis technical note focuses on common business entities: sole proprietorships, general partnerships (GPs), limited partnerships (LPs), limited liability partnerships (LLPs), limited liability companies (LLCs), S corporations, and C corporations and offers insights into the basic factors to consider when choosing one of these entities. The Appendix provides an overview of other important entities in the federal tax code: real-estate investment tru...Starting at €8.20
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A Community for Change: B Lab and Certified B Corps
Frank, Mary Margaret; Loutskina, Elena; Yemen, GerryTechnical Note DARDEN-F-1878-EFinanceFounded in 2006, the B Lab, a nonprofit organization, created the certified B Corporations (B Corps). B Corps are businesses that satisfy a set of standards and benchmarks defined by social and environmental impact. B Corps and their supply chains are assessed on their policies and procedures around governance, workers, community, environment, and disclosures to the public. Certification means the company is a "purpose-driven" business that creat...Starting at €8.20
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How to Put More Strategy in Your "Taxes and Business Strategy" Course: A Case-Method Approach
Frank, Mary MargaretTechnical Note DARDEN-C-2265-EAccounting and ControlThis technical note provides the design for a case-method course called "Taxation and Management Decisions" taught in Darden's MBA program. The course is a general management course, and is designed specifically to exclude mergers and acquisitions, which are taught in another elective. While the entire course is taught through the case method, students discuss and analyze a mixture of cases and press articles and exercises. The case method is an ...Starting at €8.20