Buying & Selling a Business: Critical Tax & Structuring Issues
Founder & Owner
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.
- Understand what factors must be considered in due diligence and in developing a valuation.
- Understand the goals and methods of negotiating the final purchase price.
- Identify the different tax consequences for various forms of acquired businesses, including the impact of the Net Investment Income Tax (NIIT) and the §199A pass-through deduction.
- Appreciate §338 and §338(h)(10) elections and the benefits of installment sales.
- Learn how strategies have changed under new tax legislation.
- Understand the required reporting to the IRS regarding the purchase or sale of a business and how to complete the forms.
- Overview of the business evaluation process
- Negotiation points and goals from the buyer and seller standpoints
- Overview of 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 use of "F reorganizations" in lieu of §338(h)(10)
- The impact of the §197 amortizable intangibles regulations on the acquisition and disposition of a business
- How to allocate purchase price for tax advantage
- Impact of the Net Investment Income Tax (NIIT) and the §199A pass-through deduction on the tax due on the sale of a pass-through entity
- Changes in strategy under the new tax laws
- Liquidations as alternatives to sales of a business
- Planning to avoid double taxation
- 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