Buying & Selling a Business: Critical Tax & Structuring Issues

Buying & Selling a Business: Critical Tax & Structuring Issues

Buying & Selling a Business: Critical Tax & Structuring Issues

Presenter

Edgar Gee, Founder & Owner

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.

Learning Objectives:

  • 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.


Major Topics:

  • 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
8.0 CPE Credits

Registration

Registration is open through 12/06. Register by 11/06 for Early Bird Pricing.

Member Price

$379 / $329 Early-Bird pricing ends on 11/06/2022.

Nonmember Price

$479 / $429 Early-Bird pricing ends on 11/06/2022.

  • Retired, Part-time, Unemployed and Leave-of-Absence Members save an additional $50

Tuesday, December 6

8:30am to 4:00pm (Check-In 8:00am)

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Radisson Hotel & Conference Center

2040 Airport Dr
Green Bay, WI 54313

Map and Directions

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