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ARTICLE · 01 JULY 2010

Inside M&A - May/June 2010

Even when a transaction is "tax free" for federal income tax purposes, state and local taxes can surprise the unwary and cause expenses that could have been avoided with careful planning.

United StatesCorporate/Commercial Law
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State and Local Tax Snafus in "No Tax" Deals
By Leah Robinson and Margaret C. Wilson

Even when a transaction is "tax free" for federal income tax purposes, state and local taxes can surprise the unwary and cause expenses that could have been avoided with careful planning. State tax concerns are often an afterthought because many assume that the state tax treatment will mirror the federal tax treatment; therefore, if the federal tax implications were thoroughly reviewed, then the state tax concerns were covered as well. However, this is not necessarily true. Another common misperception is that state and local taxes cannot be significant and can be ignored. Unfortunately, this too is often wrong. Considering possible state and local tax ramifications early in the process is critical to avoiding hidden tax costs that cause companies

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