Continuing Legal Education

TELESEMINAR: Transfer, Sales and Use Taxes in M&A – A National Perspective

November 7, 2013
12:00 – 1:00 p.m.
1.00 MCLE hours


State and local sales and use taxes apply to the transfer of assets in a business transaction in a similar way to the way these taxes apply to the sale of any tangible asset – a car or a piece of other equipment. This realization, frequently late in planning a transaction, can be shocking and has the potential to scuttle the underlying economics of a transaction or the willingness of the parties to close the deal. Furthermore, this tax liability often goes undiscovered for many years and can attach to the buyer with dramatically negative financial consequences. This program will provide you with a practical guide to when and how state and local sales, use and transfer taxes apply to business transactions, how to identify the liability early, and planning to avoid successor liability before it is too late.


  • How state and local sales, use and real estate transfer taxes apply to asset sales, M&A, and sales of business interests
  • Due diligence to identify state and local tax liability in business transactions
  • Exemptions for the sale of certain asset classes
  • Relationship to federal income tax, including “tax-free” transfers under IRC Section 368
  • “Bulk sale” issues and liability
  • Examination of real estate transfer taxes to asset transfers
  • Planning to avoid transferee or successor liability


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Program Speaker:
Arthur R. Rosen
, McDermott, Will & Emery, LLP, Florida


Arthur R. Rosen is a partner in the Miami office of McDermott, Will & Emery, LLP, where he has a national practice focusing on tax planning and litigation related to state and local tax matters for businesses and individuals.  Before entering private practice, he held executive tax positions with the Xerox Corporation and AT&T.  He is a past chair of the State and Local Tax Committee of the American Bar Association’s Tax Section.  He is Fellow of the American College of Tax Counsel and is listed in the Best Lawyers in America.  Mr. Rosen earned his BA from New York University, his MBA from Rensselaer Polytechnic Institute and his JD from St. John’s University School of Law.