This course offers a comprehensive analysis of the business and tax aspects of buying and selling a business. It is a practical guide to help practitioners and industry CPAs understand structuring techniques. All CPAs, including controllers and executives in industry, should understand how difficult the process of buying and selling a business has become.

• Spreadsheet analysis to develop an offer price using the discounted cash flow and alternate valuation methods
• Understanding confidentiality agreements, memorandums of understanding, and asset purchase agreements
• Recognizing the need for due diligence in acquisitions -- checklists of important points
• Deemed asset sales -- Is §338 or §338(h)(10) appropriate?
• The impact of the §197 amortizable intangibles regulations on the acquisition and disposition of a business
• How to allocate purchase price for tax advantage
• Liquidations as alternatives to sales of a business
• Planning to avoid double taxation under repeal of the General Utilities doctrine
• Special problems and opportunities when an S corporation is the buyer or seller
• Installment sale and interest issues
• Avoiding tax pitfalls and recognizing of tax planning opportunities
• Bootstrap acquisitions
• State tax issues
• Unique issues in the buying and selling of LLC/partnership interests
• Individually owned goodwill

Field of study: Taxes