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
- Identify the different tax consequences for various forms of acquired business
- Appreciate 338 and 338(h)(10) elections and the benefits of installment sales
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
