Broadcast Date: Tuesday, January 17, 2023
from 3:00 pm to 4:00 pm (ET)


Companies engaging in mergers and acquisitions (M&A) transactions often don’t consider the multistate tax aspects of the deal until the transaction is ready to close.  Retroactive sales tax exposure is one item addressed by the purchasing company in the due diligence process and often leaves the seller surprised at the discovery of unexpected liabilities. We’ll share some insight into addressing these issues before they come up in an M&A deal and how to rectify them sooner in the process.

Join a panel of thought leaders and practitioners assembled by the Knowledge Group as they delve into a comprehensive discussion of the various state tax issues in mergers and acquisitions transactions. The speakers, among other things, will offer practical tips and strategies for addressing pitfalls and ensuring seamless deals.

Key topics include:

  • M&A Transactions: Key Tax Challenges and Strategies
  • Understanding Sales Tax Exposure in Business Acquisitions
  • Structuring Deals and Financial Due Diligence
  • Exploring Effective Compliance Tips and Strategies
  • What Lies Ahead

Learning Objectives:

  • Learn how to understand a target’s tax risk profile and the tools to address such liabilities.
  • Identify due diligence best practices to avoid tax issues in mergers and acquisitions transactions.


Course Level:



Advance Preparation:

Print and review course materials


Method of Presentation:

On-Demand CLE Webcast; Group-Internet Based



General knowledge of M&A transactions and state tax laws


Course Code:



NY Category of CLE Credit:

Areas of Professional Practice


NASBA Field of Study:

Taxes – Technical


Total Credit:

1.0 CLE

1.0 CPE (Not eligible for QAS (On-demand) CPE credit)

Speaker Panel:

Leah S. Baucom, Partner
K&L Gates LLP

Leah Baucom is a partner in the Charlotte office and focuses her practice on mergers and acquisitions, private equity and general corporate matters. She has represented both public and private companies—including private equity sponsors—on a range of matters, including leveraged buyouts, public and private divestitures, spin-offs, joint ventures, special committee representation, activist stockholder defense and other strategic investments and sales.

Leah was named a 2021 Top Rising Star by The Deal, which recognizes exemplary US-based partners with a focus on M&A and private equity.



Monika Miles, President/Founder
Miles Consulting Group, Inc.

Monika has over 25 years of experience in multistate tax consulting. Before starting the firm in 2002, she was a Senior Tax Manager with a Big 4 firm. Her clients say that she has a knack for taking a difficult topic (like state tax), making it understandable and ultimately remedying tough situations. Monika has worked with clients in many industries, including technology, manufacturing, and retail among others. She regularly gives presentations on state tax topics.

Her professional affiliations include the AFWA (Past National President), NAWBO-Silicon Valley, and the AICPA. She is honored to be recognized nationally as one of the 25 Most Powerful Women in Accounting by CPA Practice Advisor in 2012, 2013, 2014, and 2015.



Randy J. Clark, Partner
K&L Gates LLP

Randy Clark is a partner in the firm’s Charlotte office and a member of the tax practice group. Randy focuses his practice on U.S. federal and international tax matters involved in acquisition, disposition, restructuring, and financing transactions, as well as on income tax planning for closely-held businesses and high net worth individuals. In addition, Randy counsels on tax considerations related to affiliated group operations, tax attribute planning and preservation, and renewable energy transactions.




Leah S. Baucom, Partner

K&L Gates LLP

  • Sellers in M&A oftentimes retain liability for pre-Closing taxes, depending on the structure of the transaction and the indemnity protections a buyer may request.
  • In acquiring a target with tax risk, buyers may open themselves up to increased audit risk.
  • As such, it is important for buyers and sellers to understand a target’s tax risk profile (through performing adequate due diligence) and to have a plan of addressing such liabilities (through negotiations of definitive documents in the sale).


Monika Miles, President/Founder

Miles Consulting Group, Inc.

  • State tax issues (both sales tax and income tax) come up regularly as a key point in due diligence. Unfortunately, sometimes this is the first time that a seller has considered the sales tax ramifications of their products.
  • Ideally, a company would engage in a nexus and taxability study prior to an impending M&A transaction to determine if sales tax exposure exists. Often such in-depth analysis doesn’t take place until the deal is well on its way.
  • Once exposure is identified, companies need to determine what the remediation process will be.  Considerations include:  Timing of the remediation process, engaging in voluntary disclosure agreements with states, engaging in retroactive registration and back-filing of returns, among others.  Another key is who will drive the remediation process (buyer or seller teams)?


Randy J. Clark, Partner

K&L Gates LLP

  • Generally, audit control rights in an acquisition agreement assume a tax authority initiates a controversy. This was the traditional source of seller control/oversight of buyer processes that impact pre-closing tax periods. Audit control rights do not address controversies triggered by remediation efforts.
  • In an indemnity-based deal, sellers often try to restrict post-closing remediation efforts that could result in seller liability. In a limited-indemnity deal supported by R&W insurance, exclusions under the policy may substantially impact the parties’ agreement on remediation efforts.
  • Buyers and sellers can create their own joint remediation process contractually, resulting in a substantial number of options to address pre-closing exposures. The two most common are jointly-controlled nexus studies and jointly-controlled VDA processes.

Date & Time:

Tuesday, January 17, 2023

3:00 pm to 4:00 pm (ET)

Who Should Attend:

  • Tax Lawyers
  • Mergers & Acquisitions Lawyers
  • Corporate Lawyers
  • General Counsel
  • M&A Professionals
  • Tax Professionals
  • Chief Compliance Officers
  • Chief Financial Officers
  • Chief Risk Officers


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Leah S. BaucomPartner
K&L Gates LLP
Monika MilesPresident/Founder
Miles Consulting Group, Inc.
Randy J. ClarkPartner
K&L Gates LLP



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