I've deliberately avoided M&A tax topics for as long as I can because my gag reflex kicks in everytime I hear the word tax. Any tax talk sounds like a Satanic prayer ritual and I'm pretty sure Satan invented tax. But I'm getting to the point I can't willfully ignore everything tax anymore...what are the most basic M&A tax topics I should read up on? The absolute bare minimum if possible

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Taxidermy

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If it makes you feel any better I’m in M&A tax and feel the same way on a daily basis.

Understanding which items are relevant in different structures is important. At an extremely high level, C corporations pay taxes at the entity level and partnerships generally do NOT pay taxes at the entity level (it flows through to the partners who pay tax on their respective share of taxable income). If you’re acquiring a partnership from a PE then you’re likely going to acquire both the partnership and their C corporation blocker entity so you’ll have a mix of both.

If you’re acquiring a C corporation then the attributes (net operating loss carryforwards, tax credit carryforwards, etc.) come across in a deal, subject to limitations. If you’re acquiring a partnership target then the attributes mentioned above do NOT come across in a deal but you can instead benefit from a step up to FMV (that is amortizable by the buyer), noting there are potential haircuts to this depending on the target’s structure and tax basis in its assets. This matters for purposes of your client’s deal model since the structure of the target greatly impacts how they should think about tax in their model.

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If you don’t want to understand taxes in a deal, you can never take a meaningful role in a deal

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Legal entity changes that can reduce/avoid tax. Particularly company’s with a supply chain can change the “product flow” to have the inventory pass through tax friendly jurisdiction to mitigate tax burden.

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Confirming Satan did indeed invent tax and taxes broadly

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Tax structuring

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