Buying and Selling a Business: Critical Tax and Structuring Issues

One of the major transactions CPA clients are faced with is the purchase or disposition of a business. To help tax professionals advise 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.

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

• Understand the factors that must be considered for due diligence and developing a valuation     
• Understand the goals and methods of negotiating the final purchase price     
• Identify the different tax consequences of 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     
• Understand the impact of §§751, 734, 743, and 754 on the purchase or sale of a partnership     
• 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

• An overview of the business evaluation process     
• Negotiation points and goals from buyer and seller standpoints     
• An overview of confidentiality agreements, memorandums of understanding, and asset purchase agreements     
• Recognizing the need for due diligence in acquisitions, including checklists of important points     
• Deemed asset sales – §338 and §338(h)(10)     
• 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     
• Allocating 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     
• Liquidation as an alternative to the sale of a business     
• Planning to avoid double taxation     
• Special problems and opportunities when an S corporation is the buyer or seller     
• Special problems and opportunities when a partnership is the buyer or seller     
• Installment sale and interest issues    
• Avoiding tax pitfalls and recognizing tax planning opportunities

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