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Buying and Selling a Business: Critical Tax and Structuring Issues (SELL)

  • Format Live Seminar
  • Credits 8
  • Level Intermediate
  • Field of Study Taxes (8)

To register for a live seminar, visit the sponsoring state society’s website.

See Locations for this Course

Overview

One of the major transactions CPA clients enter into is a purchase or disposition of a business. To help tax professionals in advising those clients, 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.

Major Topics

  • 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 recognition of tax planning opportunities
  • Bootstrap acquisitions
  • State tax issues
  • Unique issues in buying and selling of LLC/partnership interests
  • Individually owned goodwill

Learning Objectives

  • Understand what factors must be considered in due diligence and in developing a valuation
  • Identify the different tax consequences for various forms of acquired business
  • Appreciate §338 and §338(h)(10) elections and the benefits of installment sales

Who should take this course:


All practitioners who will be involved in the sale of a business

A basic course in partnerships/LLCs; experience with C corporations

None

Yes

No

No

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