The 2014 Transactional Law Competition will be held Friday, October 17 and Saturday, October 18. All law students are eligible for this competition. Competitor teams may consist of either two or three students who work cooperatively to resolve a transactional law “problem.” The problem has been adapted from a real life fact pattern. To give competitors sufficient time to analyze its intricacies, the problem will be released approximately two weeks before the competition. Each team will create a proposal before the competition they believe best handles the issues in the problem. Teams will advocate for their proposal during the competition.
Teams will compete head-to-head, with the competition consisting of three rounds: a qualifying round, a semi-finals round, and the finals round. Each round will last one hour, and each team will have thirty minutes to advocate for their proposal before a panel of judges. Teams may present their proposal in any format or medium they choose, including but not limited to: use of PowerPoint, use of an overhead projector, use of a computer, or providing handouts.
Competition Schedule for Friday, October 17, 2014:
- 1:00 – 3:15 p.m. – Rounds 1 & 2 for All Competitors in Rooms 3, 4, and 7
- 4:00 p.m. – Networking reception with the judging attorneys held for competitors in the Fireplace Lounge. Light refreshments and appetizers will be provided.
Competition Schedule for Saturday, October 18, 2014:
- 10:00 – 10:45 a.m. – Semi-Finals Round in Rooms 3 and 4
- 1:30 – 2:15 p.m. – Final Round in Room 4
You are an associate with the law firm of Lord, Austin and Priest. Your firm has been engaged by Consolidated Meats, Inc., a Missouri corporation that breeds and raises pigs in Missouri and sells them to distributors throughout the Midwest.
Consolidated Meats is looking to expand into the poultry business and wants to purchase the business of Johnson Poultry Farms, Inc., an Illinois corporation that breeds and raises chickens in Illinois and sells them to distributors in the state. Johnson Poultry Farms is a member of a consolidated group. It has two shareholders, both of which are corporations. Talisman, Inc., a domestic corporation, is the 80% parent of Johnson, and Zaikar, Inc., a foreign corporation, owns the other 20% of Johnson. Johnson’s assets include inventory (primarily chickens), farm machinery and equipment, real estate located in Illinois, a 15 year lease of Illinois farm land (10 years remaining on the lease), and a 35 year lease of Illinois farm land (20 years remaining on the lease). Most of its assets have been fully depreciated for tax purposes.
The deal has a projected closing date of November 30, 2014. The final structure of the deal has not yet been decided. Consolidated Meats will either purchase all of the assets of Johnson Poultry Farms, or it will purchase all of Johnson’s stock from its two shareholders. The purchase price will be $45 million, and will be a cash purchase.
Consolidated Meats’ tax department has reached out to you for assistance with this transaction. The tax group is comprised of accountants who have a good grasp of tax law generally, but have little experience with the tax or corporate issues involved in mergers and acquisitions. The group has sent you an email with the following questions and has requested a meeting to discuss your responses.
Handouts (each team is limited to five (5) pages) and PowerPoints (each team is limited to ten (10) slides) are encouraged.
1. From your client’s perspective, is it better to structure the deal as an asset purchase or a stock purchase from a tax standpoint? What about from a corporate perspective?
2. If the sale is structured as a purchase of Johnson’s stock, is there a way to treat the purchase as an asset purchase for federal income tax purposes?
3. If the sale is structured as a purchase of Johnson’s assets, is withholding required under section 1445? What about if the sale is instead structured as a purchase of Johnson’s stock?
4. Assuming that the sale is structured as a purchase of Johnson’s assets, will there be any sales taxes or indirect real estate transfer taxes imposed on the transaction under Illinois law?
Three hints will be emailed to all the competitors over the next two weeks. Good luck!
1. Competitor teams must consist of three (3) University of Missouri law students. If one member drops out before after the competition begins, the remaining team of two (2) students will still be allowed to present and compete.
2. No competitor shall consult any attorney, professor, or other for assistance. Work on the competition problem is to be confined to members of the team only.
3. The fact pattern/problem will be released via email on October 3, 2014.
4. Competitors will have two (2) weeks to prepare a proposal to present to a client specified in the fact pattern.
5. A hint will be e-mailed to all competitors on:
a. October 7, 2014 (Tuesday)
b. October 10, 2014 (Friday)
c. October 14, 2014 (Tuesday)
6. Each round will be judged by three to four (3-4) attorneys and/or law school professors.
7. Each team will participate at least twice. Four teams will advance to the semi-finals and two teams will advance to the final round.
8. Competitor teams may not exceed thirty (30) minutes in presenting the proposal prepared for the competition. Competitors are expected to be able to respond to judges’ questions during the presentation.
9. Each round will be followed with feedback from the judges. Competitors will receive written scores and feedback at the end of each competition day.
10. All competitors shall compete in business professional attire.
11. Each competitor must actively participate in the preparation and presentation of the proposal.
12. Competitors are not limited in the type of presentation to be given. Competitors are strongly encouraged to use any of the following: PowerPoint, displaying a document on a computer screen, overhead projector, or handouts.
13. Competitors are limited to five (5) pages for handouts and ten (10) PowerPoint slides, if used during the presentation.
14. All competitors shall be outside their assigned competition room ten (10) minutes before each round is scheduled to begin.
15. If a competitor must drop out, TTLS competition directors are to be notified immediately.
16. All competitors will thank their judges for each round.
17. If a team advances to the semi-final round and/or the final round, competitors will be notified via their school emails.
18. Winners will be announced through a school-wide email after 3:00 p.m. on Saturday, October 18th.
Hint # 1 – (Released October 7, 2014) In formulating your answer to question #2, you might want to look at Section 338(h)(10) of the Tax Code.
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