Self-study: Tax Attributes in Reorganization: Is There a There There?

Based on live webinar held June 17, 2020 during the AIRA AC Virtual Series.

The author Gertrude Stein was known to complain about her hometown of Oakland, California. “There is no there there,” Ms. Stein said. Perhaps the same question can be asked about tax attributes in a reorganization. Exactly how valuable are they? This program weighs the relative merits of tax attributes in restructurings, and evaluates the extent to which debtors, creditors, shareholders, and stakeholders should go to the mat to try to capture tax benefits.

Learning Objectives

After completing this program, participants will be able to:

1. Identify tax related areas worthy of evaluation in terms of timing and structures in a bankruptcy reorganization;
2. Understand the impact the Tax Cut and Jobs Act of 2017 on loss utilization; and
3. Understand the interim changes to utilization rules arising under the CARES ACT of March 2020.

Instructors

David Hoffman (Tax Partner, Deloitte)—David is a tax partner in Deloitte’s M&A Services practice based in Chicago. He has more than 25 years of public accounting experience, of which nearly 20 have been as a dedicated M&A tax specialist. He specializes in delivering tax consultative services related to mergers and acquisitions and other significant capital transactions, such as restructurings, dispositions, and debt workouts. He also works with his clients on transaction integration planning and execution. In connection with his work, David has developed expertise in maximizing the value of tax attributes, such as net operating losses and tax basis, as well as designing and implementing tax-efficient acquisition, financing, and exit structures.

Mark A. Cody (Partner, Jones Day)—Mark Cody has over 20 years of experience representing clients in corporate bankruptcy, restructuring, distressed situations, and other insolvency-related matters. He has advised debtors, lenders, large creditors, official creditors' committees, distressed investors, and other parties in large in-court and out-of-court corporate restructurings across the country in a variety of industries, including retail, automotive, energy, and coal. Further, he has significant experience counseling clients in distressed acquisitions, loan workouts, cross-border insolvencies, and corporate governance and fiduciary duty matters.

Robert White (Managing Director, Jefferies LLC)—Robert White has over 20 years of experience in restructuring and distressed investing. He has been a Managing Director at Jefferies for more than 10 years. Prior to Jefferies, Mr. White was a Director on Barclays Distressed Debt trading desk and a Senior Vice President in the Restructuring Group at Chanin Capital Partners. Mr. White has completed over 45 recapitalization and restructuring transactions including representing debtors, lenders, ad hoc bondholder committees, equity committees and unsecured creditor committees involving in court and out of court restructuring transactions.

Todd Maynes (Partner, Kirkland & Ellis LLP)—Todd Maynes focuses his practice on the tax aspects of debt restructurings, bankruptcy and insolvency. Todd has served as Chair of the Planning Committee for both the University of Chicago Federal Tax Conference and the Chicago-Kent College of Law Federal Tax Institute. He teaches bankruptcy taxation at Northwestern University School of Law and the Law School at the University of Chicago, previously taught advanced income taxation at Chicago-Kent College of Law, and has lectured frequently at the University of Michigan.