Traps for the Unwary in M&A
OL070-16 | On Demand | Update | Self-Study
Hear from tax, legal and accounting experts about the common misconceptions and pitfalls in M&A transactions. <?xml:namespace prefix="o" />
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Brian B. McCuller, JD, CPA
Brian B. McCuller, JD, CPA, is the Tax Practice Leader for LBMC, a top 100 CPA firm with $80M in annual revenues and approximately 500 employees located in three offices: Brentwood, Knoxville and Chattanooga, Tenn. McCuller is an attorney and a CPA with over 24 years of experience in the state and local tax field. Prior to joining LBMC, he was a Managing Director in the CBIZ National Tax Office for three years. In this role, he provided state and local tax services to CBIZ accounting and tax offices nationwide.
McCuller was also the state and local tax practice leader for twelve years with Thompson Dunavant, PLC, a local CPA firm based in Memphis, Tenn. Under his leadership, the state and local tax practice was structured as a multi-discipline practice, offering clients compliance and consulting services in the areas of income/franchise tax, sales/use tax and property tax. McCuller began his career in 1993, and held positions with Arthur Andersen, LLP and Ernst & Young, LLP in Atlanta, Georgia and Memphis.
McCuller has advised Fortune 500 companies, as well as middle-market companies with multi-state and multi-national operations. He specializes in reviewing business models and state specific issues to help clients improve compliance and take advantage of opportunities. He has represented clients on a variety of issues before state tax departments in Tennessee and across the country. He has served diverse industries, such as manufacturing, retail, technology, and business to consumer services.
McCuller is a frequent speaker and author on the topic of multistate taxes. He has served as Chairman of TSCPA’s State and Local Tax Committee, and as President of the TSCPA Memphis Chapter.
He is a cum laude graduate of the University of Mississippi School of Law (1999) and also holds a BA in accounting from the University of Texas at Austin (1992), with high honors.
David R. Clay, JD
David Clay is a partner with the law firm Waller Lansden Dortch & Davis, LLP. He currently serves as a co-practice group leader for the firm’s corporate group.
David has represented clients in mergers and acquisitions across a broad spectrum of industries. With an emphasis in healthcare, David has extensive experience working with healthcare providers in navigating issues involved in strategic acquisitions and divestitures of facilities – such as hospitals, ambulatory surgery centers and imaging centers – and in establishing joint ventures with physicians and physician groups. In addition to mergers and acquisitions, David advises clients in securities-related matters, including registered and private offerings of debt and equity securities, securities law compliance and periodic reporting.
David earned his J.D., with honors, from Emory University School of Law in 2004 and his B.B.A., magna cum laude, from Belmont University in 2001.Back to Facilitators
Stephen A. Turner, CPA
Stephen Turner is a Shareholder in the LBMC Tax practice.
He primarily focuses on the issues facing partnerships and joint ventures.
Stephen has extensive experience serving venture capital, mezzanine debt, and private equity clients as well as clients in the healthcare, pharmaceutical, technology and real estate industries. He has served clients in all aspects of partnership and joint venture formations, operations, acquisitions, monetizations, compensation matters, use of Up-C structures and other exit strategies. He has significant experience in partnership structuring, partnership diligence and partnership tax compliance.
Stephen has also assisted many clients with the review of term sheets and letters of intent for acquisitions and joint ventures, the review of operating agreements and partnership agreements, and the review of private placement memorandums.Back to Facilitators
Lisa T. Nix, CPA
Lisa, a Certified Public Accountant, brings over 20 years of experience in public accounting and healthcare to her role as leader of LBMC’s Transaction Advisory Services practice. She is responsible for the firm’s transaction advisory service delivery to address the ever-changing needs of the firm’s clients.
Lisa has over 10 years of experience leading M&A transaction services teams for both strategic and financial buyers. She has led and managed assurance and advisory services for companies, including not-for-profit, for-profit private and public entities. Her transaction experience includes leading multi-functional M&A teams serving on transactions ranging in size from several million to over $7 billion dollars. She has assisted companies with many completed or proposed transactions across healthcare industry sectors including acute care hospitals, surgical facilities, long-term care, home health, skilled nursing facilities, dental practice management, disease management, dialysis clinics, laboratory services, managed care, physician practices, physician and mid-level staffing services, pharmaceutical services, HMO, PPO, and psychiatric/behavioral care and other industries including manufacturing. Lisa has also served various companies in bankruptcy and reorganization as well as managing services for initial public offerings, secondary equity and debt offerings, and troubled debt restructurings in healthcare. Prior to joining LBMC, Lisa was a managing director in Deloitte & Touche LLP’s National Life Sciences & Health Care M&A Transaction Services Practice.
Lisa is a magna cum laude graduate of Middle Tennessee State University, with a Bachelor of Business Administration and accounting major. She has continued her education through ongoing professional education programs offered by various professional groups.Back to Facilitators